Annual Report
and Form 20-F
2020
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True Hospitality
for Good
Our purpose
is to provide
True Hospitality
for Good.
It shapes our culture, brings our brands to life
and represents a commitment to make a difference
every day to our people, guests and communities,
and to protect the world around us.
Engaging with a wide range of stakeholders,
together we work towards common goals and help
ensure we create shared value for all.
Our key stakeholders
Shareholders
and investors
Our
people
Hotel owners
Hotel guests
Community
Suppliers
See pages 22 to 33 for more information on how we work with our stakeholders.
Front cover
Our Lights of Love social media campaign became a beacon of hope for the industry in 2020,
with hundreds of hotels globally creating light hearts in their windows
and colleagues doing the same with their hands.
Our strategy
Contents
pg 2
2020 in review
Our brands
pg 10
pg 24
Our culture and
responsible business
Governance
pg 16
pg 74
2020 in review
Chair’s statement
Chief Executive Officer’s review
Industry overview
Strategic Report
2
4
6
8
10 Our brands
12 Our business model
16 Our strategy
22
24
Section 172 statement
Our culture and
responsible business
34 Our risk management
42 Viability statement
43 Key performance indicators (KPIs)
47
47
Performance
Key performance measures
(including Non-GAAP measures)
used by management
52 Group
56
58
61
Regional review
Americas
Europe, Middle East, Asia
and Africa (EMEAA)
64 Greater China
Governance
74 Chair’s overview
76 Our Board of Directors
80 Our Executive Committee
82 Governance structure
83 Board activities
83 Board meetings
84
Director induction, training
and development
Responsible Business Committee
85 Board effectiveness evaluation
86 Audit Committee
91
92 Voice of the Employee
93 Nomination Committee
94 Statement of compliance
96 Directors’ Remuneration Report
Statement of Directors’ Responsibilities
Independent Auditor’s UK Report
Independent Auditor’s US Report
Group Financial Statements
114
115
122
126 Group Financial Statements
133 Accounting policies
146
Notes to the Group Financial Statements
202
Parent Company Financial Statements
Parent Company Financial
202
Statements
Parent Company statement of
financial position
Parent Company statement of
changes in equity
Notes to the Parent Company
Financial Statements
204
203
Additional Information
212 Other financial information
219 Directors’ Report
224 Group information
236 Shareholder information
244 Exhibits
245 Forward-looking statements
246 Form 20-F cross-reference guide
248 Glossary
250 Useful information
The Strategic Report on pages 2 to 71
was approved by the Board on 22 February 2021.
Nicolette Henfrey, Company Secretary
IHG | Annual Report and Form 20-F 2020
1
2020 in review
A response
shaped by
our purpose
In an unimaginably challenging
year, we’ve worked tirelessly to care
for our stakeholders, protect our
business and ensure our purpose
of True Hospitality for Good is felt
even in the toughest of times
– all while ensuring we’re ready
to grow strongly in a recovery.
L ike every company, our plans and
expectations for 2020 were transformed
by Covid-19. The global response to the
pandemic, including lockdowns, travel bans and
border closures, has impacted the lives of billions
of people, severely damaged economies and posed
the biggest challenge our hospitality industry has
ever faced. For IHG, a 52.5% reduction in RevPAR
led to operating profit from reportable segments
falling by 75%.
We’ve committed to responding quickly with great
care and thought, doing what’s right to support our
guests, colleagues, hotel owners and communities,
keep our business protected and help our industry
recover. On these pages, and within this year’s Annual
Report, you will see some of the actions we have taken
in response to the pandemic and to ensure the right
foundations are in place for a successful recovery
and continued growth.
We know things will take time to improve, but as
vaccinations roll out and the world feels confident
to rediscover travel, we’re ready to deliver clean
and trusted stays.
We’re focused on ensuring IHG and our hotels can
outperform as demand returns, and we continue to
sign and open new properties around the world.
Looking to future growth, our pipeline of
1,815 hotels represents 11% of the industry,
with ~40% already under construction.
2
IHG | Annual Report and Form 20-F 2020
Shareholders and investors
The impact of Covid-19 on our industry has led to difficult
but unavoidable decisions to protect IHG in the short and
long-term. We’ve had to make savings, protect cash and
thoughtfully align our cost base to a longer period of lower
demand, while still protecting investments in future growth.
• Fee business costs reduced by ~$150m in 2020 through
reductions in discretionary costs, temporarily reduced
salaries and redundancies
• Targeted ~$75m of fee business costs to be sustainable
into 2021, while still investing for growth
• Reduced gross capital expenditure by over $100m,
with investment focused on high-priority growth areas
• Suspended dividend payments
• Increased liquidity and extended debt maturities
See page 33
Financial performance
Global RevPAR
(52.5)%
2019: (0.3)%
Total gross revenue in
IHG’s Systema
$13.5bn
2019: $27.9bn
Revenue from
reportable segmentsa
$992m
2019: $2,083m
Operating profit from
reportable segmentsa
$219m
2019: $865ma
Net system size growth
+0.3%
2019: +5.6%
Total revenue
$2,394m
2019: $4,627m
Operating (loss)/profit
$(153)m
2019: $630m
Basic EPSb
(142.9)�
2019: 210.4 �
a Use of Non-GAAP measures: in addition to performance measures directly
observable in the Group Financial Statements (IFRS measures), other financial
measures (described as Non-GAAP) are presented that are used internally by
management as key measures to assess performance. Non-GAAP measures are
either not defined under IFRS or are adjusted IFRS figures. Further explanation in
relation to these measures can be found on pages 47 to 51 and reconciliations to IFRS
figures, where they have been adjusted, are on pages 212 to 216.
b Adjusted EPSa 31.3¢ (-90%); 2019: 303.3¢.
Strategic Report
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Our people
Hotel owners
With Covid-19 completely changing daily life, we’ve tried to
be there to help all our colleagues.
• Latest guidance, clear procedures and training have prioritised
the safety of our hotel teams and kept them feeling supported
• Mental health, wellbeing and parenting resources provided to
Faced with temporary closures and low demand, our owners,
many of whom are small business operators, have looked to
IHG for advice, support and flexibility.
• Supplier discounts, fee relief and flexible payment options have all
helped protect our owners’ cash flow
employees working remotely, alongside increased communication
• New operational guidance offered to support performance,
• Recharge days were introduced for corporate employees
working under intense pressure
• An emergency support fund was created for employees
significantly impacted by temporary furlough or reduced hours
• A job centre and alumni network were established to offer
displaced hotel and corporate colleagues ways to stay connected
and pursue employment opportunities
including evolved brand standards and digital services
• Tailored hotel-reopening and recovery toolkits developed
alongside targeted marketing campaigns to drive demand
• Operational changes identified to improve profitability in
a low-demand environment
• Close collaboration with governments and trade bodies
on need for sustained industry support
See pages 26 to 28
See pages 31 to 32
Our communities
Our guests
We’ve shown how important our thousands of local communities
are to us by helping those in need.
At a time of great uncertainty, we’ve ensured guests can trust IHG
for flexibility, consistency and cleanliness.
• From nurses to delivery drivers, we’ve accommodated frontline
• Flexible cancellation policy for 2020 allowed guests to cancel
workers and helped travellers quarantine
stays up to 24 hours before arrival
• We’ve provided the homeless with a safe place to stay and created
• A Book Now Pay Later offer has provided comfort if plans change
care packages for the vulnerable
• We’ve surprised frontline workers with free stays and offered
discounted Heroes Rates for all
• Working with our charity partners, we’ve funded vital work from
supporting foodbanks to rebuilding communities hit by wildfires
See page 29
• Status and points expiry protected for our loyalty members
• Our commitment to the highest cleanliness standards in our hotels
was reflected in the launch of our IHG Clean Promise
• Introduced Meet with Confidence programme for corporate clients
to prioritise safety, wellbeing and booking flexibility
• Leveraged technology to promote a safe and clean stay through
cleanliness checklists and the roll out of contactless digital check-in
See pages 31 to 32
2020 in review
IHG | Annual Report and Form 20-F 2020
3
Strategic Report
Chair’s statement
Patrick Cescau Chair
The Covid-19 pandemic gripped
the world in 2020, changing lives
and challenging economies,
societal norms and the existence of many
businesses. Without doubt, hospitality
was one of the sectors hardest hit, and
our success this year has been defined
as much by our financial health and
strategic progress as it has by our ability
to offer clarity and care during an
unprecedented crisis.
Border closures and restrictions designed
to slow the spread of the virus have
presented the travel sector with its greatest
ever challenge. The World Travel & Tourism
Council estimates as many as 174 million jobs
have been lost, as businesses have closed
or been forced to reduce staff and costs,
with entire supply chains feeling the
knock-on effect.
No pre-prepared response could have
matched the magnitude of the situation.
Instead, organisations will have learnt if they
were equipped to manage such a crisis or
not, and I am proud of IHG’s principled
response, which has been guided by our
purpose of True Hospitality.
Indeed, the experience has outlined the
importance of purpose, giving new meaning
to our potential to effect positive change,
and highlighted the growing expectation
that we must deliver that change in a
challenging world. We have therefore
evolved our purpose from True Hospitality
for everyone, to True Hospitality for Good
– still committed to looking after all those
we interact with, but now more focused on
the difference we can make to our people,
guests, communities and planet.
We have strived to do the right thing for
every stakeholder. As a global company,
our asset-light, fee-based, predominantly
franchised model, and industry-leading
position in upper midscale, means that while
Covid-19’s impact on our business has been
severe, there is also a level of resilience.
Nevertheless, working back from the initial
peak in April, when one in six of our hotels
were closed and global occupancy was at
historic lows of ~20%, we have had to focus
on costs and target pockets of leisure and
business demand to help maintain cash
flow in difficult circumstances.
Ensuring our business remains robust has,
of course, been important, but there are
many other dimensions to consider, not least
the anxiety this crisis has caused colleagues,
or the help that our owners – many of whom
are small or medium enterprises – have
“ Reflecting what we’ve
learnt and what’s
needed to succeed in
an evolving environment,
we entered 2021 with
a refreshed strategy.”
4
IHG | Annual Report and Form 20-F 2020
Strategic Report needed to keep their businesses alive.
Our guests have also turned to us for
enhanced safety and flexibility, and the
communities our thousands of hotels are
a part of have needed our compassion
and support during an extremely
challenging time.
Leading through adversity
Working intensely on so many fronts has
placed huge demands on our leadership
and teams. Testing IHG’s strategy, business
model and management, this period has
illustrated the importance of strong
governance and the benefits of our recent
business transformation, designed to inject
pace, clarity and empowerment into our
daily work. These elements have helped
us respond to many unique challenges,
including temporarily closing and reopening
hotels, implementing new cleanliness and
safety procedures, reviewing brand
standards, reimagining services and
operations, pausing priority programmes
and accelerating others.
The role of the Board has been to support
and constructively challenge – recognising
a need for quick decisions but avoiding
short-term reactions and maintaining a
longer-term perspective that protects the
assets and talent needed for future value
creation. The importance of this approach
increases immeasurably when decisions
affect people, and every effort was made
to minimise the impact on jobs as a result
of preserving cash and adapting to a vastly
changed operating environment.
Equally, our decision to suspend dividend
payments was not made lightly. The Board
will consider future dividends once visibility
of the pace and scale of market recovery
has improved. In keeping with our trusted
reputation, we have updated shareholders
regularly on all actions taken to protect
liquidity, focusing on resilience and
long-term growth prospects.
Acknowledgment must go to Chief
Executive Officer Keith Barr and his
leadership team for showing the required
mix of control, flexibility, transparency
and humanity that has characterised IHG’s
response and given the business clarity
over how it should function, execute
and communicate.
Learning and adapting
There is an old adage that says what doesn’t
break you makes you stronger, and while
everybody wishes this pandemic to be over,
it has offered us some important lessons.
We’ve demonstrated the agility needed to
succeed in a fast-changing industry, while
our teams have been more customer-centric
than ever before, thinking like our guests and
owners and delivering faster, more effective
services and solutions as a result. Working
remotely so efficiently at a corporate level
has also invigorated discussions on where
and how we work in the future.
Reflecting what we’ve learnt and what’s
needed to succeed in an evolving
environment, we entered 2021 with a
refreshed strategy that preserves our
business model and growth aspiration but
refines the priorities that guide our actions.
Our priorities include an increased focus
on customer centricity, as well as our
commitment to our environmental, social
and governance responsibilities through a
priority to care for our people, communities
and planet. Linked to this, is our new 10-year
responsible business plan, Journey to
Tomorrow, and, having engaged as a Board
and through its Committees on both elements,
I am confident our strategies provide the
direction needed to grow successfully and
sustainably in a competitive market.
Board refreshment
To support that growth, I place great
importance on ensuring our Board
represents a rich mix of backgrounds and
experiences, and we saw several changes
during the year, as part of an ongoing
commitment to assess capabilities and
succession plans.
Both Malina Ngai and Luke Mayhew stepped
down after valuable contributions in their three
and nine years respectively, and we welcomed
four new Independent Non-Executive
Directors in 2020. Arthur de Haast joined
in January, bringing more than 30 years of
capital markets, hospitality and sustainability
experience; Sharon Rothstein joined in June,
bringing more than 25 years of senior
experience at global companies; Graham Allan
joined in September, bringing 40 years of
strategic, commercial and brand experience;
and Duriya Farooqui joined in December,
bringing more than two decades of expertise
in strategy, transformation and innovation,
and a passion for responsible operations and
diversity. Additionally in February 2021, the
Board approved the appointments of Richard
Anderson and Daniela Barone Soares as
Independent Non-Executive Directors with
effect from 1 March 2021, and accepted the
resignation of Anne Busquet, who will step
down from the Board at the AGM.
In 2020, we saw diversity, and in particular,
ethnic diversity, brought into sharper
focus, as part of important conversations
internationally around social equality.
Diversity and inclusion is a cornerstone of
IHG’s culture, and while we’re proud of our
achievements, we accept we must do more
to instil equality at every level of the business
and better represent our communities. We
have introduced additional commitments,
including driving gender balance and
doubling under-represented groups across
our leadership, alongside delivering projects
that prioritise employee wellbeing and
advance our work on human rights.
Thank you
While we know recovery will take time,
we have shown our ability to operate adeptly
through uncertainty and to evolve. The
events of 2020 have underlined the growing
importance to our industry of tailored,
responsive experiences and operations,
driven not only by strong brands and hotels,
but also sophisticated technology and data,
and a truly customer-centric mindset. As we
navigate the intricacies of a global recovery,
continuing to improve in these areas at pace
will be crucial to performance and growth.
Looking to the future, our industry’s
long-term prospects remain attractive,
driven by factors including population
growth, rising wealth in emerging markets,
and consumer appetite to travel and stay in
branded hotels. The ability to maintain and
develop scale positions in key markets and
segments is crucial to capitalising on this –
however, quality growth must always come
before quantity.
This has truly been a year like no other.
I want to thank Keith and his leadership team
for their tremendous hard work and the way
they continue to navigate uncertain times
with such strategic clarity and operational
agility. I would also like to offer my respect
and admiration to every hotel and corporate
colleague for tackling 2020 with such care
and commitment, and thank our owners for
their confidence in IHG, as we look to a
brighter future together.
Patrick Cescau
Chair
Chair’s statement
IHG | Annual Report and Form 20-F 2020
5
Strategic Report Chief Executive
Officer’s review
Keith Barr Chief Executive Officer
We arrived in 2020 on the
back of a record year of
openings and real momentum
behind the growth of our brands in a
thriving industry. Our clear strategy and
the changes made in recent years were
enabling us to move faster, accelerate
our growth and take advantage of new
opportunities. The arrival of the Covid-19
pandemic has since presented enormous
challenges for travel and tourism, and for
IHG. Yet, in spite of this, the thoughtful,
swift and decisive actions of so many
dedicated colleagues have helped us
emerge a stronger company.
The enormity of this crisis means very little
has escaped its impact. From socioeconomic
challenges to mental and physical health,
it has touched everyone’s life, and as a
company, it has shifted how we’ve worked
together, partnered with our owners, and
looked after our guests and communities.
Globally, we’ve worked as a team with such
speed and compassion – leading, learning
and listening to help keep colleagues, guests
and communities feeling safe, protect IHG
and our owners, and support our industry.
We’ve seen past the barriers of remote
working and physical distancing to find ways
to work together closer than ever before.
I am immensely proud of how everyone
from our leadership, corporate teams and
reservation offices, to our owners and hotel
colleagues have helped IHG and those
around us through such difficult times,
including our frontline workers and people
in need. Collectively, we provided not just
hospitality but True Hospitality for Good.
Our 2020 journey
People’s appetite to explore, rest or
work on their travels hasn’t changed, but
understandably their confidence in when it’s
safe to do so has, and we’ve had to respond.
To help keep colleagues and guests feeling
safe, we quickly aligned new training and
operating procedures with guidance from
world health bodies. We further enhanced
our IHG Way of Clean programme with new
science-led protocols, backed by an IHG
Clean Promise and Meet with Confidence
offer. We also accelerated the rollout of
technology enhancements such as digital
check-in, introduced flexible cancellation
and booking options, and protected points
and status for our loyalty members.
Working with governments and authorities,
some of our hotels switched focus to
accommodate nurses, doctors and other
frontline workers. Others supported the
“ “ Globally, we’ve worked
as a team with such
speed and compassion
– leading, learning and
listening to keep
colleagues and guests
feeling safe, protect IHG
and our owners, and
support our industry.”
6
IHG | Annual Report and Form 20-F 2020
Strategic Report homeless, and many have provided meals
and care packages for the vulnerable in
their communities.
Our hotels have also needed IHG’s care.
Many are small businesses, whose owners
have faced real hardship as occupancies
have fallen and created significant cost and
cash flow pressures. We’ve supported them
by reducing operating costs, redefining
brand standards, renegotiating with
suppliers, temporarily reducing fees and
offering flexible payment terms. Knowing
a recovery will take time, much of that work
continues, in partnership with the IHG
Owners Association and individual owners.
In parallel, we’re collaborating with peers
and governments to ensure continued
financial support for our industry and to
increase the pace at which travel safely
resumes and plays its vital part in
economic growth.
Ensuring there is business continuity amid
so much change has been crucial, requiring
both the right technology and a commitment
to work with greater agility and decisiveness.
As many of our corporate and reservation
teams have worked remotely, we’ve
supported them with mental health and
wellbeing resources, flexible working
arrangements and regular communication.
Speaking more often to all employees and
in smaller virtual circles has allowed me
to answer questions and understand
challenges in a way that’s brought us closer
as an organisation and must be maintained.
In an environment where RevPAR more
than halved in the year, IHG’s financial health
has been a key focus too, balancing what’s
needed to protect the business, while
continuing to invest in future growth.
We moved quickly to adjust existing debt
agreements, access increased liquidity
and protect our cash flow by suspending
dividend payments, controlling capital
expenditure and reducing fee business costs
by $150m. It is a measure of the resilience
of IHG’s business model that we were able
to generate positive cash flows in this most
challenging of years. Looking ahead, around
half of the cost savings are expected to be
sustained into 2021.
While we prioritised savings in non job-
related areas, difficult choices were also
made to reduce teams and operations in line
with demand. Support sites and a hardship
fund were set up for employees who
unfortunately had their hours reduced or
went on furlough, and we launched an
alumni network with access to like-minded
employers for employees sadly leaving us.
There have been some hard moments, but
we’ve tried to ensure we can look back on
our decisions knowing we had the best
intentions. It means so much that in our
November survey, 88% of corporate
employees felt we had made responsible
choices in our response to the pandemic,
and 86% felt we’ve looked after their
wellbeing. Equally, many owners have told
me how much they’ve valued the way in
which we’ve stood beside them.
Business strength
The shape of recovery continues to differ by
market. Structurally, we’ve benefitted from
several factors, including being principally
domestic focused in key markets like the US;
having less exposure to heavily hit groups
and meetings business; and having leading
brands like our Holiday Inn Brand Family in
the upper midscale segment, where demand
has historically been more resilient during a
downturn. With this foundation, we’ve used
data and analytics to target pockets of
ongoing leisure and business demand, and
worked closely with our hotels to deliver safe
and consistent experiences, which has led to
industry outperformance in key markets.
We’ve worked hard to drive performance,
however, the impact of such a significant fall
in demand is reflected in operating profit
from reportable segments declining 75% to
$219m. After taking into account the System
Fund result and exceptional items, we
reported an operating loss of $153m. Looking
longer-term, the confidence we share with
our owners is illustrated in another 285 hotel
openings in 2020 and an average of almost
one signing a day into our pipeline, with
an increasing number of conversions. Our
Holiday Inn® Brand Family remains a growth
engine, accounting for half of all signings
and ~60% of openings in the year. More
broadly, our global pipeline of 1,815 hotels
represents an 11% share of the total industry,
showing the significant growth potential
ahead. Other achievements include taking
voco™ to the US and Greater China, our first
Atwell Suites™ property breaking ground,
and bringing avid® to Mexico and Canada.
Evolving our strategy
Prior to 2020, we had step-changed the
pace of our growth and, with a recovery in
mind, we must resume what was working
successfully, retain valuable lessons from
this period, and ensure our future growth
plans reflect what’s important to our
stakeholders and brands. To this end,
we’ve refreshed both our corporate and
responsible business strategies.
From how we build demand for our brands
and deliver seamless digital experiences,
to always putting ourselves in the shoes
of a guest or owner, or the way we care
for our people, communities and planet –
our refreshed strategy puts a sharper
focus on our services, products, returns and
reputation. In a competitive marketplace,
it’s vital we operate with this clarity and
ensure that what we prioritise helps better
leverage our scale and systems to grow our
customer base, increase signings and in
turn drive high-quality, industry-leading
net rooms growth.
Critical to the work we do to care for our
people, communities and planet will be
ambitious 10-year targets in our new
responsible business plan, Journey to
Tomorrow. This builds on our achievements
from our 2018-2020 programme and will
push us further as an employer, within our
communities and in minimising our
environmental impact.
The future
The rollout of vaccines is extremely
encouraging for everyone and of course vital
to our industry’s recovery, but we know it will
take time. I’m confident that our business
model and strategy, which builds on the
investments made in recent years to expand
our brand portfolio and enhance our ways
of working, puts IHG in a strong position
to outperform the industry as it returns
to full strength.
In my more than 20 years with IHG, I cannot
recall a time of such togetherness, which is
all the more remarkable when considering
the pressure everyone has been under.
On behalf of the Executive Committee
and myself, I want to express our sincere
gratitude to all our corporate and hotel
colleagues for their hard work, energy and
understanding, and to our owners for their
partnership and commitment.
I know everyone at IHG passionately believes
the world is there to be explored, and as a
company and alongside our owners, we will
continue to work hard towards better times.
Keith Barr
Chief Executive Officer
Chief Executive Officer’s review
IHG | Annual Report and Form 20-F 2020
7
Strategic Report Industry overview
The Covid-19 pandemic led to
hotel occupancy across the globe
falling to historic lows in 2020,
as lockdowns, travel bans and physical
distancing measures were introduced to
limit the spread of the virus. The impact
on hospitality has been severe, though
longer-term, the fundamental desire to
travel for business or leisure continues to
underpin the industry’s growth prospects,
illustrated by sustained new hotel
openings and signings.
The ~$240 billion hotel industry remains
fragmented, with 53% of rooms affiliated
with a global or regional chain. Branded
hotel penetration is expected to continue
to grow. Conversions from independent to
branded hotels typically increased following
the last downturn as owners sought the
Overview of global hotel industry
benefits of a branded system. Consumer
expectations in key areas such as technology,
cleanliness and sustainability increased
during the pandemic and looking forwards,
hotel groups and third-party owners are
adapting to meet changing demands while
ensuring they optimise returns.
2020 industry performance
There are two key performance metrics:
room supply and RevPAR. Room supply
reflects how attractive the hotel industry
is as an investment from an owner’s
perspective. RevPAR indicates the value
guests ascribe to a given hotel, brand or
market, and grows when they stay more
often or pay higher rates.
Following a decade of consecutive growth,
global industry RevPAR dropped 54% in
2020, largely due to falling occupancy rates.
The pandemic’s impact led to millions of job
losses globally and the temporary closure of
thousands of hotels. As has been the case in
previous downturns, domestic travel across
the midscale segments (midscale and upper
midscale) has proved the most resilient, with
occupancy at these hotels falling less than
the overall industry. Underscoring the sector’s
positive fundamentals, global rooms supply
still grew by 2% in 2020.
The hotel industry is cyclical: long term
fluctuations in RevPAR tend to reflect the
interplay between industry demand, supply
and the macroeconomic environment. At a
local level, political, economic and factors
such as terrorism, oil market conditions,
pandemics and hurricanes can impact
demand and supply in the short term.
Geography
The US is the largest hotel market, while
Greater China continues to growa
Branded hotels
The top fivec hotel groups have increased
their market share by 5 percentage pointsa
Segment
The branded hotel industry can be
categorised by price levela
11.6%
% of room
revenue
44.4%
44.0%
Americas
Rest of the world
Greater China
2020
2019
2018
2017
2016
2015
2015
24.7%
24.4%
23.9%
23.5%
22.9%
20.2%
6.1%
19.2%
15.5%
22.1%
13.3%
% rooms
23.8%
Luxury
Upper upscale
Upscale
Upper midscale
Midscale
Economy
Hotel industry growth drivers:
10-year annual growth rate (2010-20)
Global GDP
+2.3% CAGRb
Indicator of economic growth – hotel
performance correlates with GDP
Global household disposable income
+1.9% CAGRb
Growing consumer spending and
leisure travel, supported by cheaper air travel
Global corporate profits
+3.6% CAGRb
Good indicator of business travel
Global hotel industry performance
Branded hotel business models
Global industry RevPAR ($)a
RevPAR movements are illustrative of
lodging demand
36.9
2020
2019
2018
2017
2016
2015
79.6
79.3
77.2
74.5
73.2
Global rooms supply (m rooms)a
Supply growth reflects the attractiveness
of the hotel industry
2020
2019
2018
2017
2016
2015
19.3
19.0
18.6
18.1
17.8
17.4
There are two principal business models:
• A fee-based, asset-light model
– Franchised: owned and operated by
parties distinct from the brand, who
pay fees to the hotel company for use
of their brand.
– Managed: operated by a party distinct
from the hotel owner. The owner pays
management fees and, if the hotel uses
a third-party brand name, fees to that
third-party too.
• An owner-operated, asset-heavy model
– Owned: operated and branded by owner
who benefits from all the income.
– Leased: similar to owned, except the
owner-operator does not have outright
ownership of the hotel but leases it from
the ultimate owner.
Asset-heavy models allow tighter control over
operations, while asset-light models enable
faster growth with lower capital investment.
a Source: Latest STR, Inc
b Source: Oxford Economics
c IHG, Marriott International, Inc., Hilton Worldwide
Holdings Inc., Wyndham Hotels & Resorts Inc., Accor S.A.
8
IHG | Annual Report and Form 20-F 2020
Strategic Report Trends shaping our industry
Case study: Resilience of US midscale
segments in downturns
• During periods of weak economic
demand, the midscale segments
(midscale and upper midscale) have
historically proven more resilient than
other chain scales, with RevPAR falling
less than the overall industry.
• During the Covid-19 pandemic, hotels
that remained open were more likely to
be in the branded midscale segments,
helped by their lower-cost operating
model. These hotels could meet
demand from those who needed a safe
place to stay, including key workers and
those travelling on essential business.
Hotels in non-urban areas (where the
majority of midscale and upper midscale
hotels are located) outperformed their
urban counterparts, which have a
greater reliance on inbound
international travel.
• Throughout the year, domestic leisure
was the first segment to return. It is likely
that large group travel and events will be
the last to recover. This should favour
midscale/upper midscale hotels, which
have lower exposure to groups,
meetings and events business.
Long-term trends in travel
• Population growth, an emerging middle
class and lower cost to travel have meant
global travel has consistently grown over
4% per year, save for one-off impacts on
demand (e.g. 9/11).
• Covid-19 saw travel largely restricted to
domestic markets, with air travel down
60%. According to McKinsey, recovery
is likely to be gradual, though could be
achieved within five years from virus
containment and rebounding economies.
Midscale segments (midscale and upper midscale) RevPAR vs rest of US industry
15%
0%
-15%
8
8
9
1
0
9
9
1
2
9
9
1
4
9
9
1
6
9
9
1
8
9
9
1
0
0
0
2
2
0
0
2
4
0
0
2
6
0
0
2
8
0
0
2
0
1
0
2
2
1
0
2
4
1
0
2
6
1
0
2
8
1
0
2
0
2
0
2
Midscale segments
Rest of industry
US industry revenue
contribution (2019)
2020 US RevPAR
US guest stays (2019)
14%
43%
57%
-41%
86%
-62%
Top 25 US markets
Rest of US
Top 25
US markets
Rest of US
International stays
Domestic stays
Annual domestic and outbound tourism revenue ($tn; top 10 countries)
6
4
2
0
9
1
0
2
0
2
0
2
1
2
0
2
2
2
0
2
3
2
0
2
4
2
0
2
5
2
0
2
6
2
0
2
7
2
0
2
8
2
0
2
9
2
0
2
0
3
0
2
-40%
-52%
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S
Evolving customer expectations
• As the market recovers, customer focus
is likely to be needed in areas such as
reinforcing guest confidence through
higher standards of cleanliness and
new operating procedures.
• Technology will continue to be key
in driving guest demand to hotels.
This includes greater levels of
personalisation, digital booking and
service delivery, the ability to choose
room attributes and a loyalty programme
that provides added value to guests.
• Guests and other stakeholders are paying
closer attention to the commitment of
companies to operate responsibly. Many
businesses, including IHG, have aligned
their efforts to the UN Sustainable
Development Goals, which range from
wiping out poverty to climate action. For
further information see pages 20-21 and
our Responsible Business Report.
Industry overview
IHG | Annual Report and Form 20-F 2020
9
Strategic Report
Our brands
To drive growth at scale in high-value
markets globally, we invest in an
attractive portfolio of distinct
brands that generate strong demand
from both guests and owners. We have
a relentless focus on the quality of our
estate, efficiency of our hotel operations
and investment in digital innovation,
design and service trends.
In parallel to growing our established brands,
we have launched or acquired five new
brands in the past three years and are
focused on taking them to scale in fast-
growing and underserved segments.
Each of our brands is well positioned to
grow, leveraging the power of IHG’s people,
systems, technology and loyalty programme.
To support this growth, we have adopted a
more intuitive way of presenting the breadth
of our portfolio to customers, as part of a
refreshed approach to use our IHG® Hotels &
Resorts masterbrand to enhance our brand
perception, sharpen our marketing and
capture more demand. Linked to this, our
loyalty programme has been refreshed to
become IHG® Rewards, as we focus on
growing membership and driving more
business directly to our hotels.
Reflecting continued demand for our
brands, we opened 285 hotels in 2020 and
signed on average almost one property a
day into our pipeline. This took our share of
the industry pipeline to 11%, versus our
current market share of 4%.
Masterbrand
and Loyalty
Luxury & Lifestyle
16 open
31 pipeline
7 open
6 pipeline
205 open
69 pipeline
73 open
32 pipeline
125 open
104 pipeline
Timeless legacy bound together by
distinctive design and unforgettable service.
Making every journey a celebration of
extraordinary experiences, each in their
unique way.
Premium
18 open
29 pipeline
12 open
25 pipeline
429 open
89 pipeline
16 open
31 pipeline
Making travel personal and purposeful.
Giving guests a sense of belonging and
wellbeing, with the thoughtful details to
make every trip matter.
Essentials
2,966 open
683 pipeline
1,248 open
262 pipeline
24 open
192 pipeline
Suites
Always there, always just what you need.
With the warmth and trusted experience that
has come to define True Hospitality.
0 open
19 pipeline
303 open
155 pipeline
28 open
0 pipeline
366 open
73 pipeline
When you’re not at home, be here. We
invite guests to settle in for longer stays,
knowing the comforts of home are always
within reach.
1010
IHG | Annual Report and Form 20-F 2020
Strategic Report Brand
highlights
19 openings for Crowne
Plaza®, including
10 in Greater China
avid® hotels expanded to
Mexico and Canada
voco™ celebrated first
openings in US and
Greater China
Kimpton® continued its global
expansion with 16 openings
10 openings for Hotel Indigo® included
debuts in Japan, Dubai and Cyprus
Europe’s largest Holiday Inn
Express® opened in
Amsterdam
The first Atwell Suites™
property under construction
in Miami, US
Our Holiday Inn® Brand Family
represented 50% of IHG’s
signings in 2020
Increased market share for
Candlewood Suites® and
Staybridge Suites®
New InterContinental® destinations included
Rome, Fiji, Halong Bay (Vietnam) and
Chongqing Raffles City (China)
Signings in Italy and Japan
helped increase the Six
Senses® pipeline to 31 hotels
HUALUXE® openings
included the historic
HUALUXE Xi’an Tanghua
Regent® Shanghai Pudong
marked IHG’s first opening
since acquisition
Asia’s first EVEN® Hotels
property opened in
Nanjing, China
IHG | Annual Report and Form 20-F 2020
11
Strategic ReportOur brands Our business model
We predominantly franchise our
brands and manage hotels on
behalf of third-party hotel owners.
Revenue from reportable segmentsa
Our revenue is directly linked to the revenue
generated by the hotels in our system.
17%
Fee business
Owned, leased
and managed
lease hotels
83%
Total rooms
886,036
rooms
Composition of rooms
1%
28%
71%
Franchised
Managed
Owned, leased
and managed
lease
Our brands are presented as intuitive
collections for consumers. For industry
segmentation, the collections fall into
the following categories: Suites
(midscale, upper midscale and upscale),
Essentials (predominantly in midscale
and upper midscale); Premium
(upscale); Luxury & Lifestyle (upper
upscale and luxury).
a Excludes System Fund and hotel cost reimbursements.
We have 16 brands operating
across more than 100 countries
in the Suites, Essentials,
Premium and Luxury & Lifestyle categories.
Supported by a leading loyalty programme,
our brands meet clear consumer and
corporate demand, and generate strong
returns for our owners, which in turn
attracts further hotel investment and
drives the growth of our estate.
As an asset-light business, we focus on
growing our fee revenues and fee margins,
with limited requirements for capital. This
enables us to grow our business whilst
generating high returns on invested capital.
Whether we franchise or manage hotels
is largely determined by market maturity,
owner preference and, in certain cases,
the particular brand. For instance, in more
developed markets such as the US and
Europe, ~90% of IHG hotels are franchised.
These hotels tend to be limited service.
In emerging markets such as Greater China,
~80% of our hotels are managed by IHG,
where we look after the day-to-day running
of the property on behalf of the owner. Over
time, we expect the Chinese market to move
towards a franchise model. We launched the
first tailored franchise offer for Holiday Inn
Express® in 2016, and have since extended
this to include Holiday Inn® and Crowne Plaza®.
Our asset-light business model means that
we do not employ colleagues in franchised
hotels, nor do we control their day-to-day
operations, policies or procedures. That
being said, IHG and our franchised hotels
are committed to delivering a consistent
brand experience, conducting business
responsibly and delivering our purpose of
providing True Hospitality for Good. See Our
culture and responsible business section
from page 24.
The weighting of our hotel estate towards
the midscale segments and the location of
our hotels in non-urban locations provides
a degree of resilience to cyclical and
exogenous events. A weighting to domestic
demand also provides resilience.
IHG owner proposition
We focus on ensuring our brand portfolio,
loyalty proposition, systems and expertise
provide a highly valued and distinctive offer
that stands out to consumers and is
attractive to owners.
To keep our brands relevant to guests and
evolving trends, we commit to developing our
established brands with new designs, service
enhancements and operational support that
drives demand and owner returns.
Through our investments in development
resources, we can provide outstanding
operational support to owners. We have
embedded new processes to help reduce
the time taken from hotel signing to ground
break and opening. Our hotels also have
access to a suite of applications designed
to help them manage and improve
performance, with the aim of further
boosting owner returns.
We have also developed state-of-the-art
technology to drive hotel demand, be it
through our mobile booking app or cloud-
based hotel solutions. Our distribution
channels (booking sites, GDS relationships,
and call centres through which hotel rooms
are marketed and booked) allow hotel owners
to reach potential guests at lower costs of sale.
While historically, the vast majority of our
signings and openings have come from
new-build properties, we see the potential
for branded hotel penetration to increase
through conversions, given the
attractiveness of our scale and brands,
and value proposition to owners.
12
IHG | Annual Report and Form 20-F 2020
Strategic Report Why owners choose to work with IHG
Hotel owners choose to work with IHG to either franchise or manage their hotels, driven by the trust they have in our brands
and our track record in delivering strong returns.
Strength of brands
The breadth and
depth of our brand
portfolio deliver
strong owner ROIs
Strong loyalty
programme and
enterprise
contribution
72% of revenues
delivered to hotels
by IHG’s enterprise
Digital advantage
Our cloud based
IHG ConcertoTM
platform, including
a new Guest
Reservation System,
provides a strong
interface for guests
and owners
Investment in
hotel lifecycle
management and
operations
We have invested in
extensive
technology,
systems and
processes to
support our owners
Procurement
We use our scale
to reduce costs
for owners with
procurement
programmes
for hotel goods
and services
Global sales
organisation
We have developed
a leading global
sales enterprise to
drive higher quality,
lower cost revenue
to our hotels
see page 17
see page 17
see page 19
How we generate revenue
Franchised hotels
We receive a fixed percentage of rooms
revenue when a guest stays at one of our
hotels. This is our fee revenue.
Managed hotels
From our managed hotels, we generate
revenue through a fixed percentage of the
total hotel revenue and a proportion of
hotel profit.
Guests
Hotel
IHG fee revenue
IHG System Fund
Hotel owner
Franchised
RevPAR
X
Rooms
X
Royalty rate
Managed
Fixed % of total hotel
revenue as a management
fee and typically a share of
hotel gross operating profit
after deduction of
management fees
Owned, leased and managed lease hotels
For hotels which we own or lease, we record the entire revenue and profit of the hotel in our
financial statements. Our owned, leased and managed lease hotels have reduced from over
180 hotels 19 years ago, to 23 hotels at 31 December 2020.
Our business model
IHG | Annual Report and Form 20-F 2020
13
Strategic Report Our business model continued
IHG revenue from reportable segmentsa and the System Fund
System Fund
IHG manages a System Fund on behalf
of our third-party hotel owners, who pay
contributions into it. This includes a
marketing and reservation assessment
and a loyalty assessment.
The System Fund also benefits from proceeds
from the sale of IHG Rewards points under
third-party co-branding arrangements.
The System Fund is managed by IHG for the
benefit of hotels within the IHG system.
In 2020, IHG recognised $765 million of
System Fund revenue, down from $1.4bn
in 2019, reflecting lower assessments as
a result of the Covid-19 pandemic.
Fees to IHG in relation to the licensing of our brands and,
if applicable, hotel management services.
Assessments and contributions which are collected by IHG
for specific use within the System Fund.
Third-party hotel owners pay:
IHG revenue from reportable segmentsa
System Fund revenues
2020: $992 million
2020: $765 million
Revenue attributable to IHG comprises:
• Fee business revenue from reportable segments:
– Franchise fees.
– Management fees.
– Central revenue (principally technology fee income –
see page 67).
The System Fund is not managed to a profit or loss for IHG over
the longer term, but for the benefit of hotels in the IHG system,
and comprises:
• Assessments and contributions paid by hotels.
• Revenue recognised on consumption of IHG Rewards
loyalty points.
• All revenue from owned, leased and managed lease hotels.
(See page 68 for more information.)
Disciplined approach to capital allocation and managing liquidity
Our asset-light business model is highly cash
generative through the cycle and enables us
to invest in our brands and strengthen our
enterprise. We have a disciplined approach
to capital allocation which ensures that the
business is appropriately invested in, whilst
looking to maintain an efficient and
conservative balance sheet. This approach
placed our business in a strong position as
the depth and scale of the global pandemic
became apparent.
Managing liquidity through the pandemic
With occupancies at hotels reaching historic
lows, we moved quickly to preserve cash
through cost reductions across all our main
areas of spend, including capital expenditure
and operating expenditure. This meant that
during the year the business generated free
cash flow of $29m.
We also took rapid action to strengthen our
liquidity, building on our conservative
balance sheet approach and the measures
we took to reduce costs and preserve cash.
a Excludes System Fund and hotel cost reimbursements.
This included withdrawing the 2019 final
dividend recommendation, and the issuance
of £600m of commercial paper maturing in
March 2021 under the UK Government’s
Covid Corporate Financing Facility (CCFF).
Furthermore, we issued €500m and £400m
bonds maturing in 2024 and 2028
respectively. We concurrently repaid early
£227m of our bonds maturing in November
2022. Our next bond maturity is £173m in
November 2022, with no further bond
maturities until October 2024. As a result,
as at 31 December 2020, IHG had available
liquidity of $2.9bn.
In addition, we secured covenant waivers up
to and including 31 December 2021 for our
$1.35bn syndicated and bilateral revolving
credit facilities (RCF), further covenant
relaxations in 2022 and extended the
maturity of the facilities by 18 months to
September 2023 (see page 70).
Despite the comprehensive actions we have
taken to reduce costs and preserve cash,
due to the impact of the pandemic on the
profitability of the Group, our net debt:
adjusted EBITDA ratio of 7.7x as at 31
December 2020 is outside of our previously
stated aim to maintain a ratio of 2.5-3.0x.
Looking forwards, our approach remains
unchanged. As the business recovers, our
priorities for the uses of cash are consistent:
ensure the business is appropriately invested
in to drive growth; target sustainable growth
in the ordinary dividend and return surplus
funds to shareholders, and do this whilst
considering our stated aim of a leverage ratio
of 2.5-3.0x, and our objective of maintaining
an investment grade credit rating.
Bond maturity profile ($m)
611
479
413
618
542
235
0
2022 2023 2024 2025 2026 2027 2028
14
IHG | Annual Report and Form 20-F 2020
Strategic Report Consistent uses of cash
Our priorities for the uses of cash are
consistent with previous years and
comprise three pillars:
Shareholder returns (2003-20) ($bn)
Source of returns
5.8
13.6
7.8
1 Invest in the business to drive growth
Whilst having strict control on investments and our day-to-day capital
expenditures, we look to strategically drive growth.
2 Target sustainable growth in the ordinary dividend
IHG has a dividend policy where, whilst balancing all our stakeholder interests
and ensuring the long-term success of IHG, we would look to maintain or grow
the ordinary dividend each year. However, during 2020, as part of our actions
to preserve cash and protect the business, a dividend was not paid.
3 Return surplus funds to shareholders
The Group has a strong track record of returning surplus cash to shareholders.
Since 2003, including the ordinary dividend, the Group has returned $13.6bn.
Asset
disposals
Operational
cash flows
Total
Capital expenditure
Spend incurred by IHG can be summarised as follows:
Type
What is it?
Recent examples
Maintenance capital expenditure, key
money and selective investment to access
strategic growth.
Recyclable investments to drive the
growth of our brands and our expansion
in priority markets.
System Fund capital investments for strategic
investment to drive growth at hotel level.
Maintenance capital expenditure is devoted to
the maintenance of our systems and corporate
offices along with our owned, leased and
managed lease hotels.
Key money is expenditure used to access strategic
opportunities, particularly in high-quality and
sought-after locations when returns are financially
and/or strategically attractive.
Recyclable investments are capital used to acquire
real estate or investment through joint ventures or
equity capital. This expenditure is strategic to help
build brand presence.
We would look to divest these investments at an
appropriate time and reinvest the proceeds across
the business.
The development of tools and systems that hotels
use to drive performance. This is charged back to
the System Fund over the life of the asset.
Examples of maintenance spend include
maintenance of our offices, systems and our
owned, leased and managed lease hotels.
Examples of key money include investments to
secure representation for our brands in prime
city locations.
Examples of recyclable investments in prior
years include our EVEN Hotels brand, where
we used our capital to develop three hotel
properties in the US to showcase the brand.
Over time, we expect to divest our interest in
these hotels.
We continue to develop our new pioneering
cloud-based Guest Reservation System (GRS),
one of IHG Concerto’s comprehensive set of
capabilities, which we developed with Amadeus.
Dividend policy
The Board consistently reviews the
Group’s approach to capital allocation and
seeks to maintain an efficient balance
sheet and investment grade credit rating.
IHG has an excellent track record of
returning funds to shareholders through
ordinary and special dividends, and share
buybacks, with the ordinary dividend
seeing 11% CAGR between 2003 and 2019.
When reviewing dividend
recommendations, the Directors take
into account the long-term consequences
of any recommendation. The Board looks
to ensure that any recommendation does
not harm the sustainable success of the
Company and that there are sufficient
distributable reserves to pay any
recommended dividend. The Board will
assess the Group’s ability to pay a dividend
bearing in mind its responsibilities
to its stakeholders and its objective
of maintaining an investment grade
credit rating.
For 2020, given the impact of the
pandemic, the Group is not proposing
to pay a final dividend. The Board will
consider future dividends once the
visibility of the pace and scale of market
recovery has improved.
Our business model
IHG | Annual Report and Form 20-F 2020
15
Strategic Report Our strategy
In 2020, we evolved key elements of our
strategy to further strengthen our ability
to drive future growth.
Our ambition to deliver high-quality industry-
leading net rooms growth is unchanged,
driven by continued investment in enhancing
our guest and owner offer and developing our
brands at scale in high-value markets. Over
the long term, with disciplined execution,
this drives sustained growth in cash flows
and profits, which can be reinvested in our
business and returned to shareholders.
What has evolved is how we execute against
our strategy, in terms of what we prioritise,
the behaviours we champion, and the
purpose that guides us. Listening to
stakeholders, we’ve evaluated what’s most
important, not just to IHG’s growth, but how
we grow, taking into account all we’ve learnt
from dealing with Covid-19 and planning for
a strong recovery over time.
Our evolved priorities put our brands at the
heart of our business, and our owners and
guests at the heart of our thinking. They
recognise the crucial role of a sophisticated,
well-invested digital approach, and ensure we
meet our growing responsibility to care for our
people and make a positive difference to our
communities and planet.
Uniting our efforts as a company behind our
four priorities will help create competitive
advantage, build stronger guest and owner
relationships, and enhance a culture that
brings the best out of our talented teams.
OUR PURPOSE
PRIORITIES
BEHAVIOURS
True Hospitality
for Good
OUR AMBITION
To deliver
industry-leading
net rooms growth
OUR STRATEGY
Use our scale and expertise to create the
exceptional guest experiences and owner returns
needed to grow our brands in the industry’s most
valuable markets and segments. Delivered through
a culture that retains and attracts the best people
and embraces opportunities to positively impact
the world around us.
16
IHG | Annual Report and Form 20-F 2020
Build loved
and trusted
brands
Move
fast
Customer
centric in all
we do
Solutions
focused
Create digital
advantage
Think
return
Care for
our people,
communities
and planet
Build one
team
Strategic Report Build loved
and trusted
brands
We focus on building and nurturing
a leading portfolio of brands that offer
exceptional quality and create meaningful
guest connections with every stay. By
striving for industry outperformance,
effective hotel lifecycle management
and strong returns, we aim to make our
brands a leading choice for owners.
Our outstanding loyalty programme
enriches our entire offering.
Where we’re coming from
We’ve transformed the depth and breadth
of our brand portfolio, with investment in
quality, design and service, plus the launch
and acquisition of new brands. It’s a portfolio
designed to meet a range of needs for
guests and owners, and in a fast-changing
industry, we continue to evolve and enhance
each brand to strengthen both consumer
preference and owner returns.
What’s next?
We’re focused on several areas to accelerate
both hotel performance and growth. To create
a clearer connection to our hotel brands,
better showcase the breadth of our portfolio
to consumers and drive more business to our
hotels, we’ve evolved our masterbrand to
become IHG® Hotels & Resorts. Embedding
this in our marketing, loyalty offer and digital
channels is a key priority.
Continuing to take our newer brands – avid®,
voco™ and Atwell Suites™ – to scale in key
markets remains vital to future growth. With
a low cost to build and attractive operating
economics, we expect avid to be our next
brand of scale in the midscale segment.
We’ve signed more than 200 hotels since
2017 and the brand expanded beyond the
US to Mexico and Canada in 2020. In three
years, voco has reached more than 50
openings and signings and is tracking well
against our aim of 200 hotels within 10 years;
and Atwell Suites has 19 signings since
launching in September 2019, with the
first hotel now under construction.
Ensuring we capitalise on growing our
transformed Luxury & Lifestyle offer is
also a priority, and we will continue to
add to – and open – an attractive pipeline
of outstanding hotels and destinations.
Across all our brands, we understand the
importance of ensuring our hotels deliver
high-quality, consistent service and guest
experiences, with a particular focus on
cleanliness, and this will continue to be a top
priority as we enhance performance and
brand reputation.
IHG | Annual Report and Form 20-F 2020
17
Strategic ReportOur strategy Our strategy continued
Customer
centric in
all we do
18
IHG | Annual Report and Form 20-F 2020
We have two types of customers: our
guests – business and leisure – and our
owners, and it’s critical that we put them at
the heart of every plan. Consistently acting
with this mindset and insight will allow us to
create the tailored services and solutions
that increase demand for our brands,
strengthen consumer preference, deliver
stronger owner returns and drive industry-
leading rooms net growth.
Where we’re coming from
We’ve invested heavily in recent years in
ensuring IHG works even more closely and
effectively with our owners. This customer-
centric mindset came to the fore more than
ever in 2020 – not just for our owners but for
our guests, corporate clients and loyalty
members, too.
The importance of this approach was
illustrated by the Guest Satisfaction Index
measure being net positive for IHG
throughout the year, outperforming
competitors.
What’s next
With a greater customer focus, we will
refine elements of our offer for guests,
loyalty members and owners to deepen
brand loyalty, drive revenue and create
more value.
Priority areas for our guests include:
maintaining an increased focus on
cleanliness; developing a hybrid meetings
offer for corporate customers; and
continuing to enhance our loyalty offer,
building on improved member marketing in
2020 and features such as dynamic pricing
for Reward Nights, which offers members
more value outside of peak times.
For our owners, we know the importance
of managing costs to build, open and
operate, and we continue to collaborate
and innovate to develop new services and
solutions that both increase revenue and
deliver more efficient and sustainable
operations. Key programmes include:
the roll out of our Owner Engagement Portal,
which gives owners real-time oversight of
performance metrics; and expansion of our
central procurement services to use our
scale to create additional savings for owners.
Strategic Report Create
digital
advantage
A digital-first approach is vital
to enabling seamless experiences,
driving direct bookings, saving
time and money, and delivering the right
data, insights, technology and platforms
needed to connect with guests and
drive performance for owners.
Where we’re coming from
Our investment in cloud-based
technology allows us to develop and
roll out performance-driving tools and
new guest-facing products further
and faster than ever before.
What’s next
We will create more sophisticated and
targeted ways to transform the guest
experience at every stage of the journey,
while also ensuring our hotels can operate
more efficiently, manage greater demand
and drive stronger performance.
Key focus areas include continuing to
increase the value our technology platforms,
marketing, sales and loyalty distribution
channels deliver for owners. We will also
continue to create a first-class booking
experience through our industry-leading
Guest Reservation System on IHG
Concerto™. The roll-out of room attribute
pricing is expected to be live across the
estate by the end of 2021, enabling tailoring
of stays and selection of add-ons. In 2020,
initial pilots were conducted in each region,
demonstrating to owners the ability to
generate maximum value from their
hotel's unique attributes.
In 2020, we developed several new digital
enhancements to keep everyone connected
and in control, and ensuring we successfully
roll these out at scale is a top priority.
Digital check-in is now implemented in
more than 1,000 hotels, with strong guest
satisfaction scores and continues to expand
across the estate. Digital check-out is live in
4,000 hotels.
In 2020, we also launched our first flagship
store on the leading Chinese Online Travel
Agent (OTA) platform, as part of IHG’s
partnership with Ctrip. We expect to grow
other partnerships in the future to continue
providing enriching experiences and
benefits for our loyalty members.
IHG | Annual Report and Form 20-F 2020
19
Strategic ReportOur strategy Our strategy continued
Care for
our people,
communities
and planet
20
IHG | Annual Report and Form 20-F 2020
We are passionate about working and
growing together within a culture that
respects and invests in our people, and
embraces opportunities to contribute
positively to local communities and
operate responsibly and sustainably
in the world around us.
Where we’re coming from
We have ambitious growth plans, but
equally important to us is how we grow.
We’re proud to be a business that invests
in a highly engaged workforce, supports
its communities and looks after our planet.
However, we recognise that to deliver on
those things requires a commitment to
constantly reflect on evolving expectations
around what it means to operate as a
responsible business.
What’s next
We enter 2021 with a determination to
go even further – whether that’s in how we
work or grow as individuals, how we build
more diverse teams and a more inclusive
culture, or how we operate around the world
in ways that positively impact people and
protect the environment.
Journey to Tomorrow, our new responsible
business plan, starts a decade of action.
Working with colleagues and those who
stay and partner with us, together we will
help shape the future of responsible travel.
We’ll continue the work we’ve done so far
on employee wellbeing and respect for
human rights; supporting communities
through skills training and disaster relief;
and working with our hotels to reduce
their environmental impact. We also made
important strides in diversity and inclusion
in 2020, and must now deliver on our
commitment to listen and learn, advocate
and act, as part of a pledge to create a
more inclusive, equitable IHG for all.
Alongside Journey to Tomorrow, to keep
everyone performing at their best and to
attract more talented people, we are
focusing on how we create a more flexible
and dynamic working environment among
our corporate teams, taking into account all
we have learnt as a business by operating
remotely for much of 2020.
We will also continue to work to the
recommendations of the Task Force on
Climate-related Financial Disclosures,
and remain focused on collaborating with
owners, partners, peers and governments
to achieve a sustainable recovery.
Strategic Report Introducing Journey to Tomorrow
At IHG Hotels & Resorts, we touch
people’s lives around the world
every day, whether that’s in our
teams, in our hotels or as a valued part
of our local communities.
Caring for our guests and colleagues,
giving back to society, and making sure
we protect the environment are all part of
how we deliver our purpose of providing
True Hospitality for Good – and we want
to make an even bigger impact with a fresh,
ambitious 10-year plan.
We call it Journey to Tomorrow. A decade
of commitments to ensure we grow in a
responsible way and make sure travel has
a beautiful future for everyone.
prominence with all stakeholders, and each
of our commitments will ensure we stretch
ourselves in areas where we feel we can
make the greatest impact.
To develop this plan, we’ve looked at the
changing world around us, listened to our
owners, and got closer to shifting consumer
expectations to help build a picture of what’s
most important to our stakeholders and IHG.
How companies perceive their role in the
environmental, social and governance
agenda continues to gain much greater
The plan will also help ensure we play our
part in supporting the UN Sustainable
Development Goals to achieve a better and
more sustainable future for all – something
organisations all over the world are working
toward to collectively tackle some of the
biggest global challenges we face.
Our 10-year
responsible
business plan
Our goal is to help shape the future of
responsible travel together with those who
stay, work and partner with us. We will support
our people and make a positive difference
to local communities while preserving our
planet’s beauty and diversity… not just today
but long into the future.
Champion a diverse
culture where
everyone can thrive
Improve the lives
of 30 million
people in our
communities
around the world
Reduce our energy
use and carbon
emissions in line
with climate science
Pioneer the
transformation
to a minimal
waste hospitality
industry
Conserve water
and help secure
water access in
those areas at
greatest risk
Empower our people to help shape the future of responsible travel
See our Responsible Business Report on our website at www.ihgplc.com/responsible-business
IHG | Annual Report and Form 20-F 2020
21
Strategic ReportOur strategy Section 172 statement
The impact of Covid-19 during 2020 presented an unprecedented challenge for the Board, with the Company’s response to the pandemic
dominating decisions and considerations. The Directors guided, supported and challenged management, giving them, where appropriate,
a clear mandate to take short-term decisions at pace whilst still keeping focus on long-term strategic impact, helping to weigh competing
priorities, and ensuring that all factors and stakeholders were taken into consideration. In their deliberations they focused on IHG’s values,
business ethics, purpose, other stakeholders, risks, post-pandemic strategy and the financial and organisational resilience of the Company.
Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would be most
likely to promote the success of the company for the benefit of its members as a whole. In doing this, Section 172 requires directors to have
regard, amongst other matters to: the likely consequences of any decision in the longer term; the interests of the company’s employees; the
need to foster the company’s business relationships with suppliers, customers and others; the impact of the company’s operations on the
community and the environment; the desirability of the company maintaining a reputation for high standards of business conduct; and the
need to act fairly between members of the company.
IHG’s Directors give careful consideration to the factors set out above in discharging their duties under Section 172 including in taking decisions of
strategic importance to the Group. The information set out on pages 22 and 23 below describes the importance of each factor set out in Section
172(1)(a) – (f) to IHG and gives examples of how the Directors have had regard to each of those factors in certain decisions taken during 2020.
Factor
Our engagement and commitment
2020 examples of key decisions and considerations
The likely
consequences
of any decisions
in the long-term
See pages 14
and 16 to 21
The interests
of the company’s
employees
See page 26
The need to foster
the company’s
business
relationships
with suppliers,
customers
and others
See page 31
• As set out in the Schedule of Matters reserved
• As detailed on pages 2, 7 and 14, the Board, in the face of the
for the Board, there are a number of key
decisions and matters the Board is responsible
for, including the Group’s overall business and
commercial strategy, annual operating and
capital expenditure budget and financial plans.
The Board, through its schedule of meetings,
focuses on strategic and operational matters,
corporate governance, investor relations and
risk management. Board papers, reports and
presentations are structured to include relevant
stakeholder considerations and the likely
consequences of each decision for the
long-term success of the Company.
• IHG’s direct workforce is made up of employees
working in corporate offices, reservation centres
and owned, managed, leased and managed
lease hotels. Our employees are key to delivering
both our purpose of True Hospitality for Good
and our strategic initiatives. The Board
acknowledges that their key concerns include
continued employment, remuneration, diversity
and inclusion and career development.
• The designated non-executive director with
responsibility for workforce engagement
provides a vital portal for the Board to hear
employee views and receive their feedback,
alongside regular Board and Committee agenda
items relating to employee matters and
Company culture. In addition, wherever and
whenever possible all Directors directly engage
with employees.
• Building and maintaining relationships with both
new and long-standing hotel owners, managing
connections with critical suppliers and others
within our supply chain, and focusing on guest
experiences and loyalty are vital to our continued
success. These stakeholders in turn look to IHG
and rely on our trusted reputation, the advantages
of our scale, our owner proposition, consistent
guest experiences and rewards for loyalty.
• The Board maintains oversight and fosters
relationships through focusing on strategic and
operational matters as part of its regular meeting
agendas and interactions with owners, either
through the IHG Owners Association or in one to
one meetings. It also reviews Guest and Owner
HeartBeat surveys to understand the needs and
interests of guests and owners. In addition, the
Responsible Business Committee keeps under
review the Group’s approach to its supply chain
and our Supplier Code of Conduct.
pandemic and its impact on the business, took decisions throughout
2020 to protect the Company and position the business for recovery
by reducing costs, strengthening liquidity and preserving cash. All
discretionary costs were challenged, and salary and incentive reductions
were made, including substantial remuneration decreases for Board and
Executive Committee members. The Board withdrew its recommendation
for a final 2019 dividend of 85.9¢ (~$150m), deferred consideration of
further dividends until visibility improved, and took other decisions in
relation to IHG’s financing arrangements to bolster IHG’s liquidity. In
taking these decisions, the Board considered both the short and long
term impact on its people, owners and investors.
• During the course of the year, the Board, having taken into consideration
the impact of Covid-19, changing guest and societal expectations, and
considering the long-term success of the Company, approved a refreshed
strategy and purpose. See pages 16 to 21 for further information.
• During 2020, the Board made decisions and supported management
to ensure employee engagement methods were prioritised and effective
for working remotely during the pandemic, and concentrated on
employee wellbeing and business cohesion. Regular internal communications
and Staying In Touch forums were put in place to make sure employees
were kept up to date on business performance and developments. Tools
and resources were also selected to aid flexible and remote working, as
well as the extension of our Employee Assistance Programme to
cover mental health and wellbeing.
• The Board took key decisions to temporarily reduce compensation,
furlough a large proportion of employees and implement a programme of
redundancies. When considering these decisions, the Board balanced
the immediate impact on the affected employees with the broader
implications for all stakeholders. Measures to temporarily reduce
compensation were taken quickly in recognition of the immediate and
severe impact on revenues. Decisions on the scale and extent of furlough
and redundancies were deferred until informed by a greater understanding
of the impact of Covid-19 on the business. The Board kept all measures
under regular review, and with growing confidence in the delivery of cost
savings and successful management of cash flows, was able to reverse
salary reductions ahead of original expectations.
• During the first quarter of the year the Board supported decisions to
put Covid-19 health and safety operating procedures into place globally,
including the IHG’s Way of Clean programme and IHG Clean Promise,
protecting both guests and hotel colleagues. Decisions also allowed for
revised flexible booking and cancellation options to be implemented,
and protection of guest loyalty membership status.
• With Board review and support, IHG worked with owners to balance the
need to keep hotels open with reduced occupancy, and reduce costs,
advising them on adjusting operations, providing fee relief and payment
flexibility, delaying renovation requirements, and relaxing brand standards
to conserve owner funds. In addition, the Board supported the repurposing
of many hotels to provide essential services including accommodation to
frontline workers, military personnel and vulnerable members of society.
The Company, including Executive Directors, supported hotel owners and
lobbied to secure broad government support for the industry, including
reliefs and other hospitality-related incentives.
• The Board reviewed and supported management in engaging with
strategic suppliers to adjust service levels, anticipate continuity risks,
and address payment terms.
22
IHG | Annual Report and Form 20-F 2020
Strategic Report Factor
Our engagement and commitment
2020 examples of key decisions and considerations
The impact
of the company’s
operations on the
community and
planet
See page 29
The desirability
of the company
maintaining a
reputation for
high standards of
business conduct
See page 24
The need to act fairly
between members
of the company
See page 33
• The Responsible Business Committee supports
• In 2020, the Responsible Business Committee reviewed and
approved a new set of responsible business commitments and a 10-year
strategy, covering areas such as diversity and inclusion, carbon
reduction, waste and water. As the pandemic spread across the globe,
these commitments continued to be refined to address the changing
nature of operating responsibly.
• Despite the short-term challenges IHG faced in 2020, it was important
for IHG to commence a project, in line with the recommendations of
the Task Force on Climate-related Financial Disclosures (TCFD), to
understand the risks and opportunities climate change poses for the
business. With oversight from the Board and Responsible Business
Committee, a readiness review was undertaken to understand where
gaps to full TCFD alignment were, and a climate risk assessment
framework tailored to our business was initiated. At the end of the year,
the Board and third-party experts on climate change reviewed progress
made and next steps for 2021, including financial qualification of
climate-related risks and opportunities.
• In 2020, the Directors, through the Responsible Business Committee,
reviewed and approved the Group’s fifth Modern Slavery Statement,
which includes information on our response to the pandemic, including
monitoring its impact on modern slavery and human rights risks and
where we have adapted our activities and priorities to respond to these.
To affirm its importance and visibility within IHG, the statement is signed
by the CEO and published externally.
• The Audit Committee oversaw enhancements made to enable effective
and efficient management of risk in a crisis environment. This included
updates to the Global Delegation of Authority Policy and reinforcement
of key policies (e.g. Code of Conduct, Information Security and other
entity level control arrangements). The Board and the Audit Committee
also reviewed continuity arrangements for key corporate offices and
critical processes underpinning financial control.
• The Board commitment to engagement with investors and shareholders
was particularly pertinent during 2020 as the pandemic unfolded. The
Board received an increased number of business updates in relation to
IHG’s liquidity and financing position, and further reviewed and approved
an increased number of external trading updates. In addition, the
Chair, Executive Directors, and Jo Harlow, Chair of the Remuneration
Committee, held a series of meetings with investors in relation to a range
of issues, including executive remuneration and IHG’s response to Covid-19,
and responded to and acknowledged investor communications.
the Board by reviewing and advising on the
Group’s objectives and strategy in relation to
its environmental and social impact.
• IHG’s awareness of the impact it has on the
environment, and the impact the environment
has on IHG is vitally important to IHG’s reputation
and long-term viability. We take active steps to
help our hotels measure and manage their
environmental impact. We advise and assist hotel
owners with making sustainable choices to
tackle issues such as climate change, water
scarcity and waste management.
• Our success and the wellbeing of those who work
in and around our hotels are closely linked. With
nearly 6,000 hotels in over 100 countries, we are
proud to be at the heart of local communities and
recognise the opportunity we have to make a real
difference to others. IHG forms strategic
partnerships with non-governmental
organisations (NGOs) and charities that can help
to make a difference in communities and wider
society, with a focus on providing assistance in
times of need and boosting economic
empowerment through skills building.
• IHG’s culture is based on its commitments to
strong values and its Code of Conduct. Company
culture promotes integrity and transparency,
gives confidence to stakeholders and makes IHG
a desirable company to work with and for. The
Board directly, and through its Committees, has
responsibility for the Company’s adherence to
its values, policies and procedures relating to
business conduct, and has a number of standing
agenda items to ensure it reviews policies for
continued relevance.
• IHG’s clear purpose, strong culture, resilient
business model and evolved strategy are vital to
attracting investment in the Company.
Shareholders look to IHG to provide consistent
shareholder returns, be committed to robust
business ethics, have a strong, diverse,
innovative and inclusive culture, and respect the
environment and local communities.
• The Chair and Committee Chairs engage directly
with investors on several matters including
executive remuneration, diversity and inclusion
and environmental, social and governance (ESG)
matters. In addition, they receive formal reviews
of investor perceptions and regular shareholder
updates to ensure the Board is cognisant of their
views and interest.
The above statement should be read in conjunction with the rest of the
Strategic Report and the Governance Report, including the Committee
Reports and Board meeting focus areas.
The Schedule of Matters reserved for the Board and the Terms of
Reference for each of the Board Committees are available on our
website at www.ihgplc.com/investors under Corporate governance.
Key
Shareholders
and investors
Our people
Hotel owners
Hotel guests
Community
Suppliers
Planet
Section 172 statement
IHG | Annual Report and Form 20-F 2020
23
Strategic Report Our culture
Our success and reputation are dependent on our commitment
to our values, Code of Conduct, principles, policies, and monitoring
and assurance processes. Combined they ensure that we continue
to build trust with all our stakeholders, and deliver our purpose
of providing True Hospitality for Good.
IHG values
Our values, led by the Board, Executive
Committee and Senior Leaders, underpin
our behaviours, guide how we deliver our
strategy, make decisions and live our purpose.
Do the right thing
Show we care
Aim higher
Celebrate difference
Work better together
Code of Conduct
IHG’s Code of Conduct (Code) sets out
IHG’s key principles and policies and is
fundamental in supporting employees
working in IHG corporate offices, reservation
centres and managed hotels to make the
right decisions, in compliance with the law
and our high ethical standards. It provides
information on our key principles and global
policies, including human rights, diversity
and inclusion, accurate reporting,
information security, anti-bribery and the
environment. It also provides employees
with guidance on where to go if they are
faced with a difficult issue and need further
help. The Code is supported by mandatory
e-learnings on Anti-Bribery, Antitrust and
Handling Information Responsibly.
The Board, Executive Committee and all
employees working in IHG corporate offices,
reservation centres and managed hotels
must comply with the Code. Each year, they
are asked to reaffirm their commitment to it.
The principles, spirit and purpose of the
Code are relevant to all of IHG and we
expect those we do business with, including
our franchisees, to uphold similar standards.
T he Board is committed to ensuring
that IHG’s culture supports its
purpose and strategy. The Board
oversees and monitors culture through
direct engagement and regular agenda
items, including employee engagement
survey results, employee resource groups,
diversity and inclusion reports, and
updates from the designated non-
executive director for workforce
engagement. Board discussions focus
on defining the culture needed to drive
IHG’s strategy and embedding it, including
through the Code of Conduct, procedures
and controls, training programmes,
employee communications and tone from
the top. These mechanisms ensure that the
desired Company culture is promoted and
IHG’s purpose and strategy are aligned.
See also Board meetings on pages 83 and 84.
Our behaviours
IHG’s behaviours are aligned to our purpose
and strategy, encouraging employees to
Move fast, be Solutions focused, Think return
and Build one team. Our behaviours were
brought into sharp focus in 2020, and we
lived them in a range of ways, such as
prioritising enhanced operational
procedures, including the IHG Way of Clean
programme to protect our guests and hotel
colleagues, and creating hotel re-opening
guides to deliver timely support and training
for the re-opening of hotels under enhanced
cleanliness and safety measures.
24
IHG | Annual Report and Form 20-F 2020
The Code is reviewed and approved by the
Board on an annual basis to ensure it reflects
and responds to changes in the external
environment and continues to support
IHG’s purpose and strategy.
We continuously evolve our Code training,
including our engagement and
measurement approaches. During 2020,
the Code provided a critical framework for
responding to the challenges of Covid-19,
and we focused on raising awareness,
through targeted internal communications,
of the annual Code e-learnings requirement.
The following policies and principles are key
areas of the Code, each of which are
supported by their own guidance and
training materials.
Human rights and modern slavery
IHG is committed to respecting the human
rights of all our colleagues, guests and the
communities we operate in, and we continue
to encourage those we do business with,
including our suppliers and hotels owners,
to prevent, mitigate and address adverse
impacts on human rights, including modern
slavery. We seek to advance human rights
through our business activities and by
working together with others to identify
challenges and effective solutions.
A key focus of our human rights programme
in 2020 has been on addressing risks
relating to migrant workers, who may be
increasingly vulnerable during the Covid-19
crisis. This work has included development
of internal guidance, particularly in relation
to staff accommodation for hotel colleagues.
Further information is provided in our Modern
Slavery Statement, which is available on our
website www.ihgplc.com/modernslavery
Bribery and financial crime
IHG does not permit any form of bribery
or financial crime, including improper
payments, money laundering and tax
evasion, under any circumstances. This also
applies to any agents, consultants and other
service providers who work on IHG’s behalf.
Our Anti-Bribery Policy sets out our zero-
tolerance approach and is applicable to all
Directors, Executive Committee members,
employees and managed hotels, and is
accompanied by a mandatory Anti-Bribery
e-learning module. In addition, our Gifts and
Entertainment Policy supports our approach
to anti-bribery and corruption.
IHG is a member of Transparency
International UK’s Business Integrity Forum
and participates in its annual Corporate
Anti-Corruption Benchmark. Each year, the
results from this benchmark help to measure
the effectiveness of our anti-bribery and
corruption programme and identify areas
for continuous improvement.
Strategic Report
Handling information responsibly
IHG is committed to ensuring that the way
we manage data and information received
from the following is trusted and that we
address cybersecurity threats: guests
booking via our reservation channels,
members of our loyalty programmes,
colleagues, shareholders, and other
stakeholders. We have standards, policies
and procedures in place to manage how
personal data can be used and protected.
Our e-learning training for employees on
handling information responsibly is a
mandatory annual requirement, and covers
topics such as password and email security,
using personal data in accordance with our
policies and privacy commitments, how
to work with vendors and transferring
data securely.
In 2020 we carried out additional awareness
campaigns with communications to
employees on a variety of topics such as
phishing, passwords and security when
working from home.
We continue to develop our privacy and
security programmes to address evolving
requirements and take account of
developing best practice. The Board and
Audit Committee regularly receive updates,
and review our privacy and information
security programmes.
IHG’s Code of Conduct is available
in 10 languages on our website
www.ihgplc.com/responsible-business
and also the Company intranet.
IHG is a member of the United Nations
Global Compact (UNGC), and is
committed to alignment of IHG’s
operations, culture and strategies with
the UNGC’s 10 universally accepted
principles in relation to human rights,
environment and anti-corruption.
Our monitoring and assurance processes
In addition to our Code e-learnings, we
monitor and assess our culture through
employee engagement surveys, feedback
from employee forums, tracking of
e-learning completion, our confidential
reporting hotline, and third-party
consultant surveys.
As a result of the pandemic, 2020 Executive
Committee meetings were increased to a
weekly cadence, in order to respond to the
fast-moving industry and IHG environment.
This increased frequency enabled regular
performance and risk reviews, and allowed
for rapid decision-making. The Executive
Committee closely monitored high and
trending risks, reviewed the status of hotel
closures due to Covid-19, and tracked
corporate and reservation employee
sentiment aligned to our core values
and behaviours.
Within IHG, various functions consider
where additional guidance, learning
materials or adjustments to existing controls
are required. For example, during 2020
we enhanced our processes for handling
information responsibly and our Information
Security Team implemented additional
monitoring to respond to heightened risks
of data loss from stresses that Covid-19
placed on processes, people and supplier
arrangements. The Board and Audit
Committee received regular updates
from key risk and control functions and
considered the appropriateness of risk
management and internal control
arrangements.
In relation to our key business ethics,
principles and policies, we carry out
risk-based due diligence and compliance
checks on new third-party hotel owners with
whom we enter into hotel management or
licence agreements. This includes the use
of screening and monitoring tools and the
provision of guidance for our Legal, Franchise
Administration, and Development teams. In
2020, we successfully trialled and launched
an enhanced version of our due diligence
risk management platform, resulting in
increased automation of internal escalation
processes, faster counterparty searches and
improved adverse media screening.
A central committee of senior IHG decision-
makers considers and reviews any material
issues identified in our due diligence, such
as concerns or allegations of human rights
violations, financial crime including bribery
and corruption, or other activities which may
have a reputational, legal or ethical impact
on IHG. Contingent on any risks or concerns
identified, external legal or consultancy
expertise may also be utilised, including
with respect to entry into new markets.
To help manage and monitor our corporate
supply chain, an automated procurement
system is used across many of our large
corporate offices. In addition to
acknowledging adherence to IHG’s Supplier
Code of Conduct, new suppliers onboarded
to the system are required to complete due
diligence questionnaires, which include
questions on human rights, labour,
environment and anti-corruption relevant to
suppliers’ own operations and supply chains.
Our Internal Audit team provides objective
and insightful assurance that we have
appropriate controls in place to support our
growth ambitions. Throughout 2020, Internal
Audit focused on both specific reviews
of processes and controls, and ongoing
discussions with management, while
considering the dynamic inherent risks
created by the crisis and the organisational
and process changes which have resulted
from it. Internal Audit also provides
independent oversight of the mechanisms
in place for confidential reporting across
IHG, including the design and operation
of the reporting hotline, and maintains an
ongoing dialogue with employees from
Human Resources, Ethics and Compliance
and Finance to monitor:
• the volume of reports received;
• the source and nature of allegations
received; and
• the overall environment across the Group
to promote a ‘speak-up’ culture.
Non-financial information statement
Non-financial information, including a
description of policies, due diligence
processes in pursuit of policies,
outcomes and risks and opportunities
are set out as follows:
• Impact of the Company’s activities on
the environment on page 29
• Social matters on page 29
• Anti-corruption and anti-bribery
matters on pages 24 and 25
• Employee matters on pages 26 to 28
• Respect for human rights on page 24
• A description of the Group’s business
model on pages 12 to 15
• The Group’s principal risks on pages
34 to 41
• The Group’s KPIs on pages 43 to 46
Our key stakeholders and factors affecting IHG
The following pages describe the importance of our key stakeholders and factors
affecting IHG, and our consideration for them during 2020.
Our
people
see page 26
Communities
and planet
see page 29
Our guests, owners
and suppliers
see page 31
Shareholders
and investors
see page 33
IHG | Annual Report and Form 20-F 2020
25
Strategic ReportOur culture and responsible business Our people
Our people are fundamental to IHG achieving its purpose and strategic goals. IHG’s
business model means that we do not employ all colleagues. We directly employ
individuals in our corporate offices, reservation centres, and managed, owned, leased and
managed lease hotels. However, not all individuals in managed, owned, leased and
managed lease hotels are directly employed, and we do not employ any individuals in
franchised hotels (nor do we control their day-to-day operations, policies or procedures).
We do not underestimate the
immense amount of hard work,
commitment and sacrifice that
was shown by our people over the course
of last year. The Board and Executive
Committee are immensely proud of all
our employees around the world as
teams adapted and responded to such
an unprecedented challenge – their
determination demonstrated the very best
of IHG and our industry, living up to our
values and delivering our purpose of
providing True Hospitality for Good.
Attracting, developing and retaining talent
To achieve our strategic priorities, we know
we need to attract, develop and retain
a diverse and talented workforce. This
commitment is emphasised throughout our
global hiring guidelines and initiatives, such
as unconscious bias training, and is backed
up by our D&I Policy, which ensures we
consider diverse attributes, perspectives,
cultures and experiences. Our global flexible
working guidelines are aimed at making IHG
an attractive company to work for and we
advocate work/life balance.
During 2020, our recruitment activities
reduced significantly as a result of Covid-19.
However, we are committed to securing
future talent pipelines and our candidate
relationship management tool has 184,000
subscriptions from over 81,000 potential
candidates.
As the impact of Covid-19 deepened, steps
were taken to curtail people-related costs in
both corporate offices and the managed
hotel estate. The Board was consulted and a
global plan was created to reduce costs and
help employees, including supporting the
re-deployment of hotel colleagues into other
work opportunities. In the Americas and
EMEAA, we launched the ‘IHG Hotel
Colleague Job Center’ to connect those
impacted with organisations recruiting at
scale. We also implemented IHG Alumni sites
to stay connected with furloughed and
former employees, sharing news and
job opportunities.
In the mid to long term, we are focused
on implementing features of our Talent
Acquisition Programme, with a priority focus
on our Employee Value Proposition (EVP).
Our aim is to make IHG an employer of
choice, and we launched the refreshed
EVP in February 2021, including a new
consolidated careers website which brings
together multiple careers sites and key
messaging around opportunities to belong,
develop and make a difference. The website
features job alert functionality where
potential candidates will receive email
notifications of any recently posted jobs
that match their predefined criteria.
Employee engagement statement
Our statement relates to only IHG’s directly
employed individuals and should be read in
conjunction with our S172 statement.
At IHG we foster a culture of open and
honest engagement and feedback.
We have a wide range of engagement
forums including an engagement survey,
management-led performance updates
and a designated non-executive director
for workforce engagement. Through
these forums we hear from and talk to
employees about IHG’s performance,
key metrics, values, and diversity and
inclusion initiatives.
With the shift to remote working, we
implemented virtual solutions to ensure
employees kept in touch, maintained
working relationships and were provided
with Company updates. This included
video meetings, podcasts and regular
global calls with the CEO and other
Executive Committee members. Global
calls covered performance and other
metric updates, alongside a wide range
of other topics, as well as live Q&As.
The Board and Executive Committee were
kept updated of employee interest and
concern areas, and this influenced, for
example, the set up of an emergency
support fund to provide immediate help
for employees facing financial hardship.
The Company provided nearly $1.3m
and assisted 2,134 employees across
10 countries.
The health and wellbeing of employees
was a priority concern, and the Board
and Executive Committee reviewed actions
to help counter potential physical and
mental effects of the pandemic and remote
working, including re-charge days and no
meeting Fridays. All corporate employees
have access to an Employee Assistance
Programme (EAP), which was extended to
31 countries. Other measures included a
flexible learning summit, which more than
4,000 employees accessed, as well as
surveys on employee remote working
experiences, initiatives to raise mental
health awareness, and HR and manager
training programmes.
Due to the impact of the pandemic,
our employee engagement survey,
completed by employees in corporate and
reservations offices and General Managers
in managed hotels, was only conducted
once during the year. The survey provided
employees the opportunity to share their
views on key issues relating to Company
culture, IHG’s Covid-19 response, working
from home, and health and wellbeing.
Overall engagement remained stable at
79%, above external top quartile
benchmarks. There were significant
engagement improvements in relation
to employees having the right tools and
resources to carry out their jobs, work
collaboration and decision-making speed.
The main area for improvement was career
development opportunities. Short pulse
surveys carried out during the year also
showed significant positive responses
to the transparent and open nature of
communications from Senior Leaders.
Further information about the
activities of the designated non-executive
director for workforce engagement can be
found on page 92.
26
IHG | Annual Report and Form 20-F 2020
Strategic Report As at 31 December 2020
Male
Female
Total
Directors
Executive Committee
Executive Committee
direct reports
Senior managers
(including subsidiary
directors)
All employees
(whose costs were
borne by the Group
or the System Fund)
8
7
5
3
13
10
37
23
60
73
27
100
5,748
7,084 12,832
Reward culture
IHG’s reward culture aims to attract, retain
and motivate top talent, and is centred
around a set of core principles, managed
through robust governance, including
being recognised and paid competitively
for contribution to the Group’s success.
Our principles ensure that reward and
recognition practices are fair and consistent
across our employee population, regardless
of gender and other aspects of diversity, and
that there is alignment between the wider
direct workforce and executive
remuneration. We regularly review our
approach externally, ensuring we meet the
needs of employees by offering market-
driven rewards packages.
Our employee share plan is available to
around 98% of our corporate employees
below the senior/mid-management level
(who receive LTIP and restricted stock units
awards). IHG matches the number of shares
bought by employees through the plan. 49%
of eligible employees took up the plan in
2020, its first year of operation, with just
over 82% opting to pay the maximum
contribution rate each month. Registration
for the 2021 plan took place in December
2020, with a take up of 50%.
In response to Covid-19, IHG made
difficult decisions in relation to pay,
furloughs, reduced hours and redundancies
to protect the Company’s long-term future.
In March, the 2020 salary merit increase was
cancelled, and at the end of Q1 reductions
in salary and Company retirement
contributions were implemented. However,
bonuses earned over 2019 were honoured.
In Q2, decisions to furlough and implement
partial working hours were taken, and to
further manage costs and set the business
up for recovery, global redundancies were
made from July. Though our recovery is still
in progress, our efforts to manage our
liquidity allowed us to return employees
to full salaries ahead of schedule in
October 2020.
See pages 98 and 100 for more information
about our wider remuneration policies.
$1.3m
Emergency support fund
The Company provided $1.3m and
assisted 2,134 employees across 10
countries
79%
Employee engagement survey
Overall engagement remained stable
at 79%, above external top quartile
benchmarks
152
Future Leaders
Greater China successfully screened,
recruited and onboarded 152 Future
Leaders during 2020
49%
Our employee share plan
49% of eligible employees took up
the plan in 2020, its first year of
operation, with just over 82% opting
to pay the maximum contribution
Early talent development
Our Early Careers Programme offers
work experience, internships and graduate
opportunities to individuals looking to have
a career in the hospitality industry, and helps
attract talent into our managed hotel estate.
The vast majority of face-to-face offerings
were impacted as a result of the global
pandemic, however in Greater China we
successfully screened, recruited and
onboarded 152 Future Leaders during 2020,
which will support IHG’s continuing recovery
in the region during 2021.
Ongoing talent development
We are firmly committed to investing in our
employees and have various toolkits to help
plan for and shape their development. We
believe in having conversations that count.
Employees engage in quarterly check-in
conversations with line leaders to plan
personal development and discuss career
aspirations. Our leadership teams regularly
discuss talent pipeline pools to identify and
develop succession groups for roles with
similar characteristics.
We also invest in individuals who work in
and support our managed hotels, and have
developed and delivered new learning
modules during 2020 to help hotel teams
adapt during Covid-19. Examples of new
training topics include how to conduct
a virtual sales call, how to implement an
evolved food and beverage offering, and
the IHG Way of Clean programme.
IHG | Annual Report and Form 20-F 2020
27
Strategic ReportOur culture and responsible business Our people continued
Increasing the diversity of our
leadership talent:
As part of our refreshed responsible
business plan, we aim to drive gender
and ethnicity balance in particular in
our leadership teams.
We will continue to deliver talent
programmes, such as the Rise programme,
which is focused on increasing the
number of women in General Manager
and Operations roles. During 2020,
this programme played a critical role
in developing and retaining key female
talent across all regions through mentoring
sessions, career development workshops,
high-impact learning modules, and
empowering conversations. In October
2020 we launched a monthly series of
‘conversations with Leaders’ for the RISE
cohort and their mentors in the EMEAA
managed estate hotels. This inspiring
platform connects the group virtually and
continues to grow and develop critical
leadership experiences.
In Greater China, a series of ERGs known
as the ‘Rose Alliance’ was created for
existing female General Managers to
support further professional development
and encourage networking.
In the Americas, as part of the commitments
we announced in 2020, we are launching
a bespoke programme to develop Black
leadership talent and build partnerships
with organisations dedicated to supporting
Black employees.
Putting the right decision-making around
our actions:
IHG recognises that decision-making
must be inclusive and take into consideration
diverse viewpoints. In the Americas, we
are rolling out mandatory unconscious bias
training for more than 10,000 US corporate
and managed hotel employees. We are also
implementing processes to ensure that our
recruitment initiatives include a diverse
candidate shortlist and interview panel
process. In the UK, we signed the UK Race at
Work charter with the BITC (Business in the
Community) in July 2020. We are committed
to using the key focus areas outlined in the
charter to further drive our race and
ethnicity diversity and inclusion actions.
We will continue to build on our diversity and
inclusion practices over the year ahead, with
a refreshed set of commitments to ensure
we continue to expand access to conscious
inclusion training for employees, and
strengthen our data capture alongside
piloting new diverse talent programmes.
See also our Governance Report and
statement on disability in the
Directors’ Report.
See our D&I Policy on our website at
www.ihgplc.com/responsible-business
Diversity and inclusion (D&I)
IHG is a global business, and our D&I Policy
and approach are designed to represent our
people and the guests who stay in our hotels,
who are made up of multiple nationalities,
cultures, races, sexual orientation, backgrounds
and beliefs. We are proud of our diverse and
inclusive culture. It underpins our purpose
to provide True Hospitality for Good, and is
crucial to who we are, how we work together
and how we grow our business.
Our D&I Policy supports our recruitment,
development and reward practices. Diversity
and inclusion is a top priority for the Board,
which, through the Responsible Business
Committee, has assessed and realigned
our priorities and commitments in 2020 to
meet changing expectations and societal
concerns. We bring our D&I Policy to life
through a Global D&I Board and regional
D&I Councils, who focus on locally relevant
initiatives. Our diversity and inclusion
framework is built on three core focus areas.
Strengthening a culture of inclusion:
We know we need to do more to support,
nurture and strengthen our diverse and
inclusive culture. During 2020, we made a
number of commitments such as doubling
ethnic minority representation in leadership,
particularly to support our Black employees
and communities in the Americas, which
is helping to shape our response in
other regions.
We continue to deliver ongoing inclusive
leadership learning programmes and
resources for leaders and managers, and
we are developing an inclusion index to track
perceptions of culture and behaviour in our
employee engagement survey. We also are
committed to supporting education,
employability and empowerment in the
community through partnerships with the
National Urban League and National Center
for Civil and Human Rights.
Our Employee Resource Groups (ERGs) have
continued to expand and play a crucial role
in supporting our diversity and inclusion
commitments. The BERG (Black Employee
Resource Group) was instrumental in
steering IHG’s response to racial inequality
issues in the US.
Our drive to celebrate difference and
contribute to making sustainable changes in
our organisation also led to the creation of
several new ERGs to support other facets of
diversity and inclusion, including the Family
Network which launched globally in the first
half of 2020, and a new ethnic minority
diversity network for UK-based employees,
EMbrace. Similarly, our Hype ERG, focusing
on early career opportunities and
networking, is expected to debut in UK in the
first half of 2021, after successfully launching
in Greater China, the Americas and wider
EMEAA. The importance of IHG’s ERGs can
be seen in activities such as awareness
campaigns for Black History Month, Diwali
celebrations, and Senior Leaders sharing
their experiences with Lean In circles.
Other activities in 2020 included celebrating
International Women’s Day across our
managed hotels and corporate offices, under
the global theme of #eachforequal. A series of
events was produced to celebrate equality
throughout IHG and how we are supporting
female progression and equality at work.
In June we committed globally to
recognising and celebrating Pride month.
Like many other companies, our approach
in 2020 changed, initially to reflect the
limitations of Covid-19 and then more
significantly to support the fight against
racism and inequality, particularly in the US.
In collaboration with Senior Leaders, the
BERG and Out & Open members, we
adapted our celebration activities to
emphasise the importance of inclusivity
more broadly. We switched our visual
support for Pride month from the traditional
rainbow to a more inclusive Pride flag that
reflected the rights of both people of colour
and the transgender community.
28
IHG | Annual Report and Form 20-F 2020
Strategic Report Communities and planet
The Board’s Responsible Business Committee oversees and agrees
IHG’s environment and community strategy and commitments, and
our Responsible Business targets underpin both. We recognise
changing expectations around environment and community
matters, and as our 2018-2020 targets come to an end, we look ahead
to our new 10-year responsible business plan and ambitious targets.
Community
Our community policy promotes and guides
us to support local communities, partner
with global charities, assist communities
impacted by disasters, and help build
employment skills among the
disadvantaged.
During our 2018-2020 target reporting
period we contributed $3.4m to charitable
causes, supporting more than 400,000
people. Over the same period, 328,000
colleagues supported community projects
across the globe. Our annual Giving for
Good month was transformed in 2020 into
our Giving for Good awards, in honour of
the UN International Day of Volunteering,
to reflect the efforts of our colleagues. We
celebrated more than 28,000 colleague
stories, who collectively spent 212,580 hours
supporting people in need.
As a result of the pandemic, we saw social
disparities and inequalities exacerbated. We
assisted local communities by working with
existing charity partners and building new
partnerships with NGOs:
• We supported frontline workers by
repurposing hotels to provide
accommodation for frontline workers,
military personnel and vulnerable
members of society.
• We partnered with #FirstRespondersFirst in
the US, donating accommodation through
IHG Rewards point donations; and
launched a ‘heroes’ rate for first responders
and key workers.
• We supported foodbank infrastructure and
services across 70 countries. Key partners
included ‘No Kid Hungry’ (US), ‘Trussell
Trust’ (UK), Global FoodBanking Network
and European Food Banks Federation. Our
partner, the Global FoodBanking network,
provided meals to more than 27 million
people, across a network of 900
foodbanks in 44 countries.
• In 2020, we supported 1,428 colleagues
impacted by disasters; we continued to
work with CARE International UK, the British
Red Cross, American Red Cross and
International Federation of Red Cross and
Red Crescent Societies (IFRC); and enabled
point donations to these organisations
from IHG Rewards members.
IHG® Academy and Change 100
IHG is committed to increasing the number
of young people coming through the IHG
Academy, a collaboration between our
hotels, corporate offices, local education
providers and community organisations.
It provides local people with the opportunity
to develop skills and improve their
employment prospects. Despite having to
pause the majority of programmes in 2020,
we were able to support 3,277 participants,
and achieved our target of supporting over
31,000 people between 2018 and 2020.
We also have a partnership with Junior
Achievement Worldwide, helping young
people build hospitality skills. In 2020 we
moved our offerings online.
Change 100 is a programme that takes
place each summer and provides paid work
placements and mentoring for students and
recent graduates with disabilities. During
2020, in partnership with Leonard Cheshire,
we held a virtual summer internship for
13 participants in the UK, that included a
project focused on creating innovative ideas
for IHG’s sustainable hotel room concept.
Planet
Our environment policy sets out our
approach to measuring and managing
our environmental impact, and supports
and guides us to find ways to reduce our
environmental footprint. Our Group-wide
environmental management system, IHG
Green Engage™, helps hotels measure,
manage and reduce energy, carbon, water
and waste consumption, and recommends
green solutions.
Waste management
Across the hospitality industry there is a
significant amount of waste created. It is
essential that we find ways to reduce this
by reusing, recycling or designing out items
at scale. IHG is committed to working with
others to find innovative solutions.
Examples of this include:
• removing single-use plastic miniature
bathroom amenities and switching to
bulk-size products;
• partnering with organisations and
innovators to help reduce food waste.
In Australia, we partner with OzHarvest to
help donate food to local communities.
We’re also working with Winnow Solutions
to use technology to track, measure and
reduce food waste at a number of our
EMEAA hotels; and
• working with suppliers to repurpose
single-use plastic bottles into fillings for
duvets and pillows in our voco hotels. To
date, more than three million bottles have
been diverted from landfill this way.
As a result of Covid-19, hygiene and cleaning
measures are likely to have an impact on the
environment. Whilst short-term allowances
have been made, we have considered and
implemented ways to reduce our impact,
such as fewer printed items across hotels.
Biodiversity
Through IHG Green Engage, we provide
guidance aimed at preserving and
protecting on-site local flora and fauna, and
the wider regional ecosystems affected by
hotel operations. This includes advice on
management of green spaces and long-term
strategies for protecting local habitats.
Carbon footprint
Hotel energy consumption across the
industry represents around 1% of total global
greenhouse gas (GHG) emissions. Since
2012 we have tracked carbon reduction per
occupied room (CPOR), and our 2018-2020
target was to reduce CPOR by 6-7%. At the
end of 2019 we reported a 5.9% reduction.
As a result of reduced occupancy levels
during 2020, we ended the target period
with a 10.2% increase, meaning we did not
achieve our target. However, over the same
period we reduced our absolute carbon
emissions by 23.6%.
In 2020, we had our carbon science-
based target approved by the Science-
Based Target Initiative, which requires
we achieve a 15% absolute carbon
footprint reduction in our managed,
owned, leased and managed lease
hotels; and a 46% per m2 carbon
intensity reduction in our franchised
estate by 2030, (from a 2018 base).
From 2021 onwards we will be reporting
in line with these targets.
Water stewardship
In relation to previous risks identified and our
stewardship action plan, we worked with the
Alliance for Water Stewardship during 2020,
and launched projects in China and
Australia, taking our total to six projects,
meeting our commitment in this area. As
signatories of the UN Global Compact CEO
Water Mandate we communicate progress
each year against six core commitment
areas. Water stress is a local issue, which
varies considerably between markets. To
ensure we collaborate at a local level, we
have become members of the Water
Resilience Coalition.
IHG | Annual Report and Form 20-F 2020
29
Strategic ReportOur culture and responsible business TCFD
We are committed to doing our part to address climate
change by reducing our carbon emissions, and in early
2020 we announced new 2030 science-based targets
to reduce our greenhouse gas emissions in line with the Paris
Climate Accord. While we have an asset-light business model,
with the majority of IHG hotels owned by a third party, our
commitments cover the operations of all our hotels globally,
whether managed, owned, leased, managed lease or franchised.
The Board recognises the importance of understanding and managing
the impact of potential climate-related risks and opportunities on
Governance
IHG’s business and strategy. In early 2020 we made a formal
commitment to support the recommendations of the Task Force
on Climate-related Financial Disclosures (TCFD) and have engaged
a third-party expert to support with the more technical elements of
the project. During the year we completed a ‘readiness review’ to
understand IHG’s gaps to full TCFD alignment and developed a
climate risk assessment framework tailored to our business which
was used to conduct a qualitative risk assessment including scenario
planning. This will be used as the basis for an in-depth quantitative
risk assessment in 2021, which will enable detailed reporting against
the TCFD recommendations in our 2021 Annual Report and Form 20-F.
The IHG Board has collective responsibility for managing climate-related risks and opportunities and is advised by the Board’s Responsible Business
Committee on the Group’s corporate responsibility strategy, including our approach to climate-related risks and opportunities. Committee meetings are
regularly attended by our Chair, CEO, EVP, Global Corporate Affairs and VP, Global Corporate Responsibility.
Our CFO, EVP, Global Corporate Affairs and EVP, General Counsel and Company Secretary co-lead executive level management of climate-related risks
and opportunities and report to our CEO. Our regional CEOs for the Americas, EMEAA and Greater China lead the implementation of environmental
programmes at an operational level, supported by IHG’s Global Corporate Responsibility team.
During 2020, we established an internal TCFD Steering Group, with senior representation from Finance, Risk and Assurance, Strategy, Corporate
Responsibility, and the Legal, Compliance and Company Secretariat team, who are responsible for leading the project.
Strategy
Led by our TCFD Steering Group and working with specialist consultants, during 2020 we carried out over 30 Senior Leader stakeholder interviews to
identify key value drivers for the business and completed a global qualitative risk assessment to understand where and how climate change may affect
these value drivers over the short, medium and long term.
We held two scenario planning workshops with cross-functional Business Unit leaders, to review potential risks at 2°C and 4°C scenarios over one, five, 10,
15 and 30 year time horizons. Our analysis covered acute and chronic physical risks, including droughts or floods, water stress, wildfires and rising sea
levels, as well as transition risks, such as changes in stakeholder expectations, travel patterns, climate policy and regulation.
This work culminated in a dedicated TCFD session with our Board in December 2020, to discuss climate change as a strategic resilience issue, review actions
already completed and identify priorities for 2021 to close any gaps to TCFD alignment. The focus for next year will be an in-depth financial evaluation of key
risks identified during the qualitative analysis, as well as an assessment of potential impacts on IHG’s growth strategy and financial planning.
Risk management
We consider climate change within the context of environmental and social megatrends as one of our principal risks. To reduce our carbon footprint and
manage our exposure to climate-related risks, in 2019 we made carbon reduction a metric for all hotels globally (see below) and in 2020 we launched our
science-based targets and started more formal implementation of the TCFD recommendations.
Our Risk Management team is part of our core TCFD working group and as such is closely involved in the work to assess in more detail IHG’s potential
exposure to both physical and transition risks over the short, medium and long term. This will facilitate further embedding of climate-related risks into our
global risk management and mitigation procedures, as appropriate, to support the long-term resilience of the business.
Metrics and targets
The IHG Green Engage™ system is our global environmental management platform and is critical to our ability to identify, assess and mitigate climate-
related risks. As part of our brand standards, all IHG hotels globally are required to use the platform and report their monthly utility use on the platform,
which in turn provides hotels with trend data, benchmarking information, green building solutions and return on investment information, to help them
identify key opportunities for maximising carbon, energy, water and waste efficiency and reducing their overall utility costs.
Carbon reduction is one of IHG’s 10 global metrics, with both Group and hotel level targets set on an annual basis. Achievement of the global metrics is one
of the criteria used in the annual performance plan calculations for corporate employees and General Managers of managed hotels.
In 2020, we launched our science-based carbon reduction targets – to reduce absolute carbon emissions from our managed, owned, leased and managed
lease hotels by 15% by 2030, and to reduce carbon emissions per square metre from our franchised hotels by 46% by 2030, both against a 2018 base year.
For more information on our Scope 1, 2 and 3 emissions and our performance against our targets, please see page 221.
As we complete our financial impact assessment of climate-related risks, this will inform the development of any additional metrics and targets around the
management and mitigation of risks and the strengthening of IHG’s business resilience against climate change.
Management objectives for 2021
• Complete financial quantification of key climate-related risks and opportunities.
• Analysis of the relative importance of these climate-related risks compared to our wider enterprise risks.
• Develop roadmap for embedding climate-related risks and opportunities into IHG strategy, financial planning and decision-making.
• Present findings and proposals for discussion at our annual Board strategy day.
• Embed findings into 2021 Annual Report disclosures, to demonstrate full alignment with TCFD recommendations.
Please see further information in the preceding pages of the
Strategic Report, as well as risk management and Governance
and Directors’ Reports.
See our Responsible Business Report on our website at
www.ihgplc.com/responsible-business
30
IHG | Annual Report and Form 20-F 2020
Strategic Report Our guests, owners & suppliers
During 2020, with the hospitality industry significantly impacted
by Covid-19, the Board, through the Executive Committee,
agreed and put in place a range of measures to assist owners,
protect guests and help suppliers.
Business relationships with suppliers, customers and others
As set out in our S172 statement, our business relationships with our guests, hotel
owners and suppliers are fundamental to our commercial success.
During the year, the Board and Executive Committee focused on what was critical for
guests, hotel owners and suppliers. They considered and agreed operational
procedures, cost management solutions and payment terms to support these
stakeholders through the pandemic.
The Board has standing agenda items to consider strategic and operational matters
that include guests, owners and suppliers, and receives reports, presentations and
feedback from management. Through the Responsible Business Committee, it
monitors targets in relation to responsible procurement and reviews the Supplier
Code of Conduct. In addition, the Chair and Executive Directors engage directly
with hotel owners.
The following information sets out more detail about our relationships with our guests,
hotel owners and suppliers, and describes how our relationships with these key
stakeholders have been maintained and strengthened in 2020.
See also our business relationships disclosure on page 222.
Hotel guests
Operating with a clear focus on what’s
important to customers is key to ensuring
consumer preference for our brands.
Important to them is a consistent and safe
stay experience, reward for their loyalty,
and brands that can be trusted. In 2020,
this came to the forefront more than ever
with the need to provide clean and safe
hotels, and flexibility in relation to hotel
stays and the IHG Rewards programme.
Day to day accountability for ensuring that
IHG’s strategy relating to guests is prioritised
lies with the Executive Committee, including
the Executive Directors, who regularly
receive guest data and insights including
updates on guest satisfaction, Guest
Heartbeat survey results, and loyalty
contributions. To provide oversight, the
Board also receives regular operational
presentations and updates, including
delivery against relevant metrics and KPIs.
During 2020, with Board agreement, IHG
enhanced and drove implementation of the
IHG Way of Clean programme and IHG’s
Clean Promise into all regions to protect
guests, and also implemented a flexible
cancellation policy, temporary loyalty
programme changes, including reducing
stay qualification, and revised operational
procedures in relation to food and beverage
offerings. These decisions balanced local
government guidelines, owner costs and
guest expectations. In addition, 1,500 guest
relations agents switched to remote working,
ensuring we continued to provide quality
service to our guests.
Positive guest sentiment is vital to our
customer-centric strategy. Apart from Guest
Love we have other metrics in relation to
loyalty, sales and guest relation interactions.
Measures put in place during 2020, such as
the flexible cancellation policy, were in direct
response to guest requests to cancel and
rearrange their bookings because of
the pandemic.
See page 18 for more information on our
customer-centric strategy.
IHG complies with the statutory
reporting duty on payment practices
and performance and is a signatory of
the Prompt Payment Code.
8
guest relations contact centres in 5 countries
1,700+
guest relations agents speaking 12 languages
12 m+
lines of enquiry dealt with during 2020
2.5 m
Guest HeartBeat surveys completed in 2020
2.5 m
social reviews received in 2020
Hotel owners
IHG predominantly franchises its brands,
but also manages hotels on behalf of third-
party hotel owners, and has a global network
of hotel owners. Our success is reliant on
our effective execution of our corporate
strategy, a strong owner proposition, our
shared commitment to delivering our
purpose and desire to maintain high
business standards.
We predominantly measure our relationship
with hotel owners through the Owner
HeartBeat survey, which the Board and
Executive Committee receive and review,
but other metrics, such as the Signings
KPI, indicates the attractiveness of our
owner proposition.
We engage with hotel owners in a variety
of ways, depending on whether their hotels
are franchised or managed. For example,
we engage with franchised hotel owners
through annual portfolio and hotel reviews,
and also through the IHG Owners Association
(IHGOA). The IHGOA represents the interests
of more than 4,500 hotel owners and
operators worldwide. We work with them
IHG | Annual Report and Form 20-F 2020
31
Strategic ReportOur culture and responsible business Our guests, owners & suppliers continued
to obtain feedback on IHG standards,
programmes and initiatives, including
our System Fund.
During 2020, with the hospitality industry
significantly impacted by Covid-19, the
Board, through the Executive Committee,
agreed and put in place a range of measures
to help protect owner cash flow including
supplier discounts, fee relief and flexible
payment options. Decisions were reviewed
against the impact on IHG’s own cash flow
and revenue requirements, hotel operational
costs and what was needed to be done
to protect guests. For example, the costs
of implementing the IHG Way of Clean
programme were balanced against
reductions in other operational and
brand standard costs, such as delaying
planned refurbishments.
Further support for owners included
provision of tailored recovery toolkits and
targeted marketing campaigns to drive hotel
demand. Our regional CEOs lobbied at the
highest levels of government (including with
the President of the United States and the
speaker of the US House of Representatives),
as well as through trade bodies, to gain
support for the hospitality industry. In the
UK, Keith Barr worked with other Executive
Committee members to ensure that
appropriate support was provided by the
UK Government to help owners through
the difficult trading period caused by
restrictions and government lockdowns.
technology and professional services, and
includes a number of strategic suppliers,
identified for their contractual and
operational value. For example, we have
a technology agreement with Amadeus
Hospitality Americas, Inc. for the
development and hosting of the Group’s
Guest Reservation System.
Procurement of goods and services at hotel
level covers items required for opening,
renovating and operating a hotel, such as
food and beverages, furniture, linen and
electrical goods. However, most of our
hotels are owned by independent third-party
owners, who are responsible for managing
their own independent supply chains.
During 2020, IHG considered and
responded to the impact of Covid-19
on suppliers, taking actions such as
renegotiating payment schedules across
key vendors and increasing engagement
with strategic suppliers on service levels
and continuity risks.
The Procurement function drives IHG’s
responsible business agenda into our supply
chains, which is agreed with the Responsible
Business Committee. The responsible
procurement agenda was significantly
impacted by Covid-19 in 2020. However,
the function was instrumental in supporting
owners and hotels with sourcing PPE and
other emergency supplies, and used IHG’s
scale to provide support to supplier
negotiations.
Suppliers
Working with suppliers is vital for our
operations and for driving our responsible
business commitments. Our supply chain
activities are split into two categories:
corporate and hotel supply chains. Our
corporate supply chain covers items such as
Despite much otherwise reduced sourcing
activity, the function, supported by the
Responsible Business Committee, focused
on the core elements of responsible
procurement through (i) our supply chain
risk assurance programme, (ii) our
IHG Green Supplier programme, (iii)
improving employee awareness of
responsible procurement, and (iv) ongoing
collaboration with key suppliers bringing
innovation, smarter choices and business
efficiency for our hotels and owners.
We made good progress with our supplier
risk assurance programme. Following the
previous launch of desktop-based risk
assessment questionnaires and risk profiling
suppliers based on their responses, we
requested additional information from a
number of suppliers to better understand
their practices in certain areas. We paused
the programme during the year to focus on
addressing the challenges of the pandemic,
but are expecting to recommence the
programme in 2021.
We were also able to introduce a new set
of responsible procurement criteria for
prospective suppliers. The pre-contract
assessment is part of IHG’s tendering
process and includes questions about
suppliers’ governance, human rights and
environmental practices relevant to
suppliers’ own operations and supply chains.
Supply chain mapping
During the year, in partnership with
CARE International UK and our key
suppliers, we continued our programme
focused on the textiles supply chain,
aimed at creating a more gender-
inclusive workplace, leading to more
productive, resilient and secure value
chains. Recognising the environmental
impact of textiles, we also partnered
with the University of Exeter to carry out
an environmental assessment of IHG’s
textiles value chain in support of
identifying opportunities for IHG to
transition towards circularity.
32
IHG | Annual Report and Form 20-F 2020
Strategic Report Our shareholders
Strong relationships and active, open engagement with our
shareholders and institutional investors is fundamental to IHG’s
ability to access capital markets, maintain its trusted reputation
and in turn its long-term success.
W e are committed to
maintaining an open dialogue
and a comprehensive
programme of investor relations activities,
and pride ourselves on keeping up-to-date
with best practice and market views
through independent advice and guidance
from a number of agencies and brokers.
The Chair and Committee Chairs actively
engage with investors to ensure they are
aware and understand the views and
perceptions of our major shareholders,
and the Board receives formal external
reviews of investor perceptions. In addition,
our Registrar, EQ, and J.P. Morgan Chase
Bank, N.A., custodians of our American
Depositary Receipts (ADR) programme,
have teams set up to deal with shareholder
and ADR holder queries.
During 2020 both Keith Barr and Paul
Edgecliffe-Johnson presented IHG’s
2019 year-end and 2020 interim results
to institutional investors, analysts and
media. Telephone conferences were held
following first and third-quarter trading
updates, including Q&A sessions with
sell-side analysts.
The Chair and other Board members
continued with their annual cycle of
investor meetings with major institutional
shareholders during 2020, albeit meetings
were held virtually and the usual range of
meetings was adjusted as a result of the
pandemic. Patrick Cescau engaged with
our largest shareholders to discuss broader
governance matters and the Company’s
situation and response to Covid-19.
Jo Harlow, Chair of the Remuneration
Committee, held a series of investor
consultation meetings with major
shareholders, in relation to Executive
Directors’ remuneration. In addition,
following Sharon Rothstein’s appointment
Dividend
As the impact of Covid-19 became
apparent the Board, after balancing the
considerations of managing liquidity
due to low hotel occupancy, with the
expectations of investors and
shareholders, withdrew its 2019 final
dividend recommendation of 85.9¢ per
share, a payment which would have had
a cash outflow of ~$150m in the first half
of 2020, and did not pay an interim
dividend in respect of 2020. The
decision to suspend dividends was not
made lightly, and the Board is not
proposing to pay a final dividend. They
will consider future dividends once the
visibility of the pace and scale of market
recovery has improved.
See also page 15 for information about our
dividend policy.
Please see www.ihgplc.com/investors for
further information.
to the Board she undertook an introductory
meeting with a major shareholder, and Dale
Morrison, our Senior Independent Director,
was and remains available to shareholders
if they have concerns they wish to discuss.
As in previous years, significant engagement
occurred with sell-side analysts and
investors. The market was kept updated
of IHG’s business situation during the
year through a number of stock exchange
announcements, including updates on its
financing and liquidity. Individual investor
meetings and conferences were hosted, and
both Keith Barr and Paul Edgecliffe-Johnson
hosted virtual fire-side meetings. Below
Board level, various business leaders
including representatives from Corporate
Responsibility and Ethics and Compliance,
held meetings with shareholders to discuss
responsible business focus areas.
AGM
The 2020 AGM was held in constrained
circumstances, following UK Government
lockdown measures and advice from IHG’s
external legal advisors. Our belief is that
AGMs are an invaluable forum for
communicating with investors and
shareholders. With the likelihood of
continued constraints in place, due to UK
Government Covid-19 physical distancing
measures, we continue to evaluate how
our AGM on Friday 7 May will be held.
The notice of meeting, including details
of the conditions of admission, will be
sent to shareholders and be available at
www.ihgplc.com/investors under
Shareholder centre in the AGMs and
meetings section. If any changes to the
meeting details are required due to UK
Government Covid-19 guidance, they will
be published in the aforementioned
website section.
IHG | Annual Report and Form 20-F 2020
33
Strategic ReportOur culture and responsible business Our risk management
Our risk management
The Board’s role in risk management – stewardship and active partnership
The Board is ultimately accountable for establishing a framework of prudent and effective controls, which enable risk to be assessed and
managed, and is supported by the Audit Committee, Executive Committee and delegated committees. Our governance framework and
Committee agendas establish procedures for Board members to receive information on risk from the Executive Committee and Senior
Leaders and a range of other internal and external sources.
In 2020, our Board and management team, supported by the Risk and Assurance team, have reviewed our risk profile with increased
frequency, and evaluated the appropriateness and resilience of our risk management and internal control arrangements. Throughout the
management of the Covid-19 crisis, the Board has also considered the longer-term impact of the pandemic and other external and
internal factors on our risk profile.
Emerging risks
During 2020, alongside the close focus
on responding to Covid-19, Board and
Committee discussions have allowed for
consideration of other emerging and
evolving risks, including:
• competitor and macroeconomic risk
factors within the Board’s discussion
of strategy and key management
presentations (e.g. for Brand strategies,
Commercial & Technology, Loyalty,
Corporate Governance and
Regulatory Developments);
• workforce related risks at the
Remuneration and Nomination
Committees, including the impact of
Covid-19 on attraction, retention and
succession arrangements; and risks
relating to the competitiveness of
Executive remuneration and Board
composition;
• regulatory and financial governance risks
at the Audit Committee (e.g. tax risks
relating to digital businesses, treasury
and liquidity risks linked to volatility and
sentiment in the capital markets, and
financial control risks in a cost-
constrained environment);
• risks relating to people and culture at
the Responsible Business Committee,
including updates on employee
engagement and well-being; diversity
and inclusion; community impact;
sustainability; human rights; and our
continuing responsibilities across
our supply chain; and
• potential risks relating to the impact of
climate change on IHG in the future at a
dedicated Board briefing on our
progress to comply with the TCFD
reporting requirements.
The most prominent emerging risk we face
is a sustained downturn caused by further
waves of the pandemic and/or a slower
than anticipated industry recovery. This
could create further volatility in our risk
factors and also challenging conditions
in the capital markets, making it more
difficult to obtain additional funding
if required and manage our liquidity,
potentially impacting financial
performance. Our financial planning
includes identifying levers which could be
pulled to enable flexibility and adaptability
to changes to our financial assumptions
and circumstances. More detail on the
topics covered by the Board and
Committees is available in the Governance
Report, pages 74 to 95.
Procedures for identifying, discussing and escalating emerging risks
Many topics and potential risks to longer term viability and sustainability are considered as part of our ongoing management decision
making, as well as Board and Committee agendas and presentations, enabling escalation of emerging risks where appropriate. These
combined elements have also enabled us to react to uncertainties and changing circumstances as the Covid-19 crisis evolved.
Ongoing escalation of emerging risks:
• Risks when the nature and value of the impact is not yet fully known or understood
• Factors with an increasing impact and probability over a longer time horizon (i.e. 5+ years)
Risks identified within first line decisions
Management teams have day-to-day
responsibility for identifying and managing
risk within key decisions, programmes
and transactions and escalating
where appropriate.
Risks considered at Executive Committee
Ongoing dynamic review of risks as part
of decision making and strategy setting,
including consideration of longer term
trends which could impact future growth,
competitiveness or reputation.
Risks identified and monitored by second
line management functions
Specialist functions provide expertise,
support, monitoring and challenge to
decision makers on risk-related matters.
Oversight by Board and Committees
The Board is responsible for carrying out a
robust assessment of the Company’s emerging
risks and oversees the culture across the Group
through which employees are encouraged to
learn and work at pace, focus on solutions and
take the right risks to get ahead of the market.
The Board and Committees receive
presentations from management teams,
second line functions, Risk and Assurance
and external parties throughout the year.
Supported by the Risk and Assurance team
Collaboration with first- and second-line teams including Group Strategy to maintain and evolve risk profiles, provide intelligence on fast moving threats,
develop scenarios for crisis and continuity planning, and track early warning indicators and any potential changes to risk tolerance and appetite. The team
also works with our insurers to anticipate other emerging risks.
The third-line Internal Audit team evaluates the culture and capability to identify risks across management teams, providing assurance throughout
the year to the Audit Committee, and also monitor the confidential disclosure channel to identify any emerging trends requiring management and/or
Board intervention.
34
IHG | Annual Report and Form 20-F 2020
Strategic Report How risk management and our appetite
for risk have supported decision making
in 2020
Our risk management and internal control
systems remain fully integrated with the way
we run the business, and IHG’s risk appetite
is visible through the nature and extent of
risk taken by the Board in pursuit of strategic
and other business objectives. We cascade
this appetite through our culture, values and
behaviours, see pages 24 and 25, the goals
and targets we set, and our Code of Conduct
and other global policies, all of which are
further reinforced by frequent leadership
communications to guide behaviours
and set priorities.
The short- and medium-term uncertainties
created by Covid-19 led to active ‘real time’
consideration of acceptable risk tolerances
and whether any adjustments were required
to financial and operational controls.
Enhancements were made to controls to
enable effective and efficient management
of risk throughout the crisis, including the
decentralisation of decisions to front line
crisis teams within a framework of agreed
principles. This was balanced with updates
to the Global Delegation of Authority Policy,
reinforcement of policies (e.g. Code of
Conduct, Information Security) and updates
to other entity level control arrangements.
After the initial operational disruption
of Covid-19, additional adjustments to
controls were required to maintain
acceptable risk levels during IHG-initiated
changes to the workforce and to safeguard
continuity across our supply chain. These
changes were guided by principles
developed by the Executive Committee
to ensure that any actions taken were not
disproportionately de-stabilising, and
supported by communications plans.
Formal and informal monitoring, reporting
and assurance arrangements, also described
on pages 24 and 25 have been reinforced
during 2020 to enable the Board and
Executive Committee to maintain ongoing
oversight of key areas of uncertainty and the
effectiveness of our risk management and
internal control arrangements.
As we move into 2021 the Board will
continue to focus on whether levels of risk
in the business are managed or controlled
to an acceptable level (either individually
or in total) and whether we are appropriately
balancing opportunities for efficiency
or investment with the need to build in
resiliency in the short and longer term. Many
leadership teams, including the Executive
Committee, plan to continue to meet more
frequently than pre-pandemic, which will
also enable more active consideration and
reaction to changing risks.
Our Annual Report and Form 20-F provide
more detail on formal risk appetite and
tolerance in a number of places. For
example, our appetite for financial risk is
described in note 24 to the Group Financial
Statements, see page 179.
This section should be read together with
the rest of the Strategic Report, Governance
on pages 74 to 111, the going concern
statement on page 223, and Risk Factors
on pages 224 to 229.
A practical illustration of IHG’s risk management system in action during 2020:
The wider primary public health concerns of Covid-19 created several secondary impacts for IHG, including rapidly emerging risks
relating to customer demands, how we operate our hotels and the standards required of our franchisees.
The table below illustrates how we managed these risks in a systemic way across IHG, working with our owners and third-party experts
to develop and deliver enhancements to our “IHG Way of Clean” brand standards to reassure our guests, colleagues and owners of our
response to Covid-19 risks across all our hotels globally.
Policies, procedures and principles
…applied by our people within key processes…
… with close monitoring and reporting
Executive, regional and functional
leadership formed a Cleanliness Board to
provide a clear “tone from the top” of the
importance of safety and cleanliness,
and to engage third-party expertise.
Communications were coordinated
centrally to ensure consistency of
internal and external messaging,
including with owners.
Regional teams quickly mobilised to adopt
and communicate the global policy to
operational teams and hotel colleagues.
We created a suite of guidance including:
• enhanced standards and supporting
guidance for the IHG Way of Clean
programme;
• training for colleagues on how to wear
face coverings and gloves;
• physical distancing and hand washing
best practice;
• procedures for colleague
symptom screening; and
• appropriate signage to be used
throughout the hotels.
Our Procurement team worked with regional
Operations and Safety teams to source
protective items ranging from masks and
gloves to hand sanitiser machines and brand
appropriate signage.
We implemented a frequent and effective
monitoring system to ensure that these
cleanliness standards are upheld
throughout our hotel portfolio.
This includes new virtual hotel audits
allowing us to monitor the implementation
of the IHG Way of Clean standards despite
travel and restrictions on face-to-face
interactions.
In addition to the hotel audits, we also
track the completion levels of training
materials and monitor social media to
enable us to respond to guest or
colleague feedback.
Our risk management
IHG | Annual Report and Form 20-F 2020
35
Strategic Report Our risk management continued
IHG’s principal risks and uncertainties
While the Covid-19 crisis has not
fundamentally changed the principal
risks to our business and strategy, it has
heightened the uncertainty we face in the
short term and also created the potential for
longer term impacts based on trade-offs that
have been required to protect liquidity in
2020. The crisis has also accentuated the
increasingly interconnected nature of risk.
We have not managed Covid-19 as a
separate risk during the year, as the
pandemic has increased the risk profile
across many of our existing principal risks
as we look forwards. This is most obvious in
relation to the continuing significance of the
safety and security of our colleagues and
guests, government regulations impacting
domestic and international travel, consumer
confidence and appetite to travel
internationally in the longer term, how
we operate our hotels and the overall impact
on our business resilience.
The necessary response to Covid-19 safety
concerns has also created several secondary
impacts and the potential for disruption and
additional stress on our risk management
and internal control arrangements. In
addition, continued scrutiny of the social
performance of major corporates may also
lead to any incident or failure to manage risk
receiving significant and rapid attention.
All the risks on the grid below meet the
definition of ‘principal’, however we have
reviewed the trends carefully to more
accurately reflect the current behaviour
of these risks. In relative terms, some risks
continue to trend upwards as we move into
2021 while other risks remain more stable
on 2020 levels. Where we have indicated
changes on the grid this is typically
because of something we have noted in
the nature of the risk itself, for example
as a result of changes in the external
environment, our extended enterprise,
or a specific internal initiative.
By distributing the risks across the grid in
this way based on their behaviour, it allows
the Board and management to consider
what different responses may be required
to individual factors (for example, rapid
factors which may require continuity
planning), or the overall level of risk
we are facing and what it means for
governance of the whole portfolio.
Risk trend and speed of impact
We assess whether the risk area
is stable or dynamic in its impact and/
or likelihood (inherent risk trend), and
the rate at which there could be a
material impact on IHG. The trend and
speed of impact are summarised in the
diagram with further detail on activities
to manage each of these risks in the
following pages.
Principal risk – assessment of trend and speed of impact
Speed of potential impact
More Gradual
Rapid
• Channel management and
• Macro external factors
technology
• Preferred brands
• Investment effectiveness/
and loyalty
efficiency
• Leadership and talent
• Cybersecurity and
information governance
• Environmental and social
megatrends
• Legal, regulatory and
ethical compliance
• Financial management
and control systems
• Safety and security
d
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t
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Principal risks descriptions
Inherent risk trend
Risk impact – link to our strategic priorities
Dynamic/Rapid
Build loved and trusted brands
Dynamic/Gradual
Customer centric in all we do
Stable/Rapid
Create digital advantage
Stable/Gradual
Care for our people, communities and planet
36
IHG | Annual Report and Form 20-F 2020
Strategic Report
Risk description
Trend
Impact
Initiatives to manage these risks
Macro external factors such
as political and economic
disruption, the emerging risk
of infectious diseases, actual
or threatened acts of terrorism
or war, natural or man-made
disasters could have an
impact on our ability to
perform and grow.
Secondary impacts and
continuing uncertainty from
the Covid-19 pandemic may
also exacerbate these factors
across several markets and
external sources indicate that
these risks are likely to trend
upwards in future years with
the potential for more rapid
impact on IHG.
Failure to deliver preferred
brands and loyalty could
impact our competitive
positioning, our growth
ambitions and our reputation
with guests and owners.
Competition from other hotel
brands and third-party
intermediaries create inherent
risks and opportunities to the
longer-term value of IHG’s
franchised and managed
proposition for our brands.
The Covid-19 crisis has also
refocused guest expectations
in relation to the cleanliness
and safety of individual hotels
and IHG’s brands. In a
potentially lower-demand
environment it will also be
critical to use our loyalty
programme to drive business
to our hotels and take share
from our competitors.
• Our initial focus for Covid-19, both in China and in other markets, prioritised the safety
and security of our colleagues and guests by supporting crisis management teams in
our individual business units and global functions. This support included monitoring
intelligence from a range of external and internal sources (e.g. government health and
travel advice), and developing guidance for hotel and corporate offices on sanitation
and cleaning procedures, including for when hotels have been used for quarantine and
to house essential workers.
• The Risk and Assurance and Global Corporate Affairs teams have developed guidance
and internal and external communications strategies, and coordinated across regional
and functional crisis management teams to review business continuity preparations for
corporate offices (e.g. business service centres, reservation offices and corporate
offices) and key supplier relationships. Furthermore, we established protocols for
tracking and reporting on the status of hotels in China early in 2020, which then evolved
into monitoring of hotels in other regions.
• We maintain a range of intelligence sources at our disposal to horizon-scan for
emerging threats, provide insight to leadership on incidents that impact operations,
and analyse future political and economic scenarios to inform the business planning
cycle, including at the Board and Executive Committee level. We are also applying
lessons learned from Covid-19 and using data analytics to better prepare for future
disruption, in particular in relation to other fire safety and security threats that continue
to receive industry-wide scrutiny.
• In addition to epidemics and pandemics, the risk of earthquakes and extreme weather
events continues to pose a threat to IHG operations. IHG manages these events through
training, advanced monitoring and warning, and standard operating procedures. As
we moved into the 2020 hurricane season, regional operations teams planned and
communicated with hotels, including those operating at reduced capacities, to ensure
they were prepared to maintain safe operations for colleagues and guests.
• The focus of our brands and loyalty teams during the crisis has been on supporting our
guests, owners and hotels. This has included adjusting our cancellation policy to allow
guests flexibility to change or cancel bookings, rolling over our IHG Rewards Elite
membership status to 2021 and reducing the achievement criteria for 2022, extending
the deadline for points expiry until July 2021, and launching a suite of solutions to
engage members.
• We have implemented enhanced cleanliness and safety measures through the IHG Way
of Clean programme to drive customer confidence. Initially established in 2015, the IHG
Way of Clean programme is now a global brand standard that includes deep cleaning
processes and operating protocols developed with expertise from third party partners,
which reflect the advice of public health authorities. As travel resumes, we have also
introduced other enhanced guest experiences such as a contactless journey through
the hotel, modified food and beverage offers and ‘Meet with Confidence’ programmes
to drive revenue recovery, and we have created new virtual quality audit and compliance
processes to reinforce standards and drive consistency.
• We also reduced costs for owners by relaxing brand standards and operational and food
and beverage requirements to balance enhanced cleanliness and safety protocols.
• While the focus of our marketing management shifted rapidly to respond to the
pandemic and to support regional recovery, we have built on the active transformation
already underway with enhancements to our Marketing organisation and processes
which enable us to drive efficiency in a financially constrained environment and optimise
resources and speed to market. We conduct regular monitoring of indicators, including
loyalty member data, to identify emerging trends quickly.
• Throughout 2020, we also have prioritised our commercial spend behind our loyalty
programme towards the highest returning marketing investments that drive business to
all brands through the loyalty programme umbrella. See page 17 for more details on our
priority to Build loved and trusted brands.
IHG | Annual Report and Form 20-F 2020
37
Strategic ReportOur risk management
Our risk management continued
Risk description
Trend
Impact
Initiatives to manage these risks
Attracting, developing and
retaining leadership and
talent and failure to do this
could impact our ability to
achieve growth ambitions
and execute effectively.
Risks relating to people
underpin the majority of
processes and controls across
IHG, and our ability to develop
talent is critical to delivering
value to our brands and hotels
in the global markets where
we operate and compete. It
is essential that we retain key
executive, leadership and
specialist talent, both at the
corporate and hotel levels,
in an uncertain hospitality
industry and in a resource
constrained, highly
competitive, and remote
working environment.
Inherent threats to
cybersecurity and
information governance
remain significant and
dynamic and external attacks
against the hospitality industry
have continued in 2020.
We are aware of our
responsibilities in relation
to a range of high-value assets
(critical systems and employee
and other sensitive data) which
may be targeted by various
threat ‘actors’ (including
organised criminals, third
parties and colleagues). Rapid
societal, regulatory and media
scrutiny of privacy
arrangements mean that the
potential impact of data loss to
IHG financially, reputationally
or operationally remains a
dynamic risk factor. The
disrupted working conditions
(including increased remote
access) caused by the
pandemic for our employees
and suppliers and advances in
attack sophistication also
heighten inherent information
security risks.
• At the start of the Covid-19 crisis a cross-functional taskforce was established to guide
how we protect our employer reputation and culture. While we have had to take actions
to reduce costs at corporate and hotel levels, HR teams have partnered with operations
and functional teams to develop guiding principles to protect our reputation as a
responsible employer; maintain our culture during the crisis period; and equip teams
to bounce back with great talent and people practices. This has enabled us to maintain
engagement, avoid burnout and bolster support to leadership. Our approach to
managing our people during 2020 is outlined in detail on pages 26 to 28 and our normal
business planning process includes a review of workforce risks.
• Due to the Covid-19 crisis, our programme of engagement surveys and HR scorecards
adapted to reflect the realities of virtual and remote working and a challenging period of
furloughs and reduced hours. We have monitored key workforce indicators, leveraged
our existing virtual learning platforms to understand employee sentiment, and utilised
short pulse surveys to gather employee feedback throughout the crisis and to shape
our thinking on returning to office working.
• The Executive Committee has regularly discussed talent retention risks, and the HR team
is focusing on talent plans with each leadership team. We have refined our diversity and
inclusion strategy to drive recruitment and retention, and employee resource groups
help educate employees and build a culture of inclusion.
• Effective communications have been established for internal audiences, including regular
all employee calls with the Chief Executive Officer to provide latest updates, ongoing
leadership communications and virtual team meetings at regional and functional levels,
and continued development of our flexible learning summits. Through these channels,
leaders are able to answer questions from employees at all levels.
• IHG has the ability to manage talent and retention risks directly in relation to IHG
employees but relies on owners and third-party suppliers to manage these risks within
their own businesses. Our Procurement, Legal and Risk teams also consider more
indirect workforce risks relating to our third-party relationships.
• The Remuneration Committee reviews our approach to executive remuneration, aligned
with the interests of shareholders and the UK corporate governance environment.
• While Covid-19 has modified the threat profile, our Information Security team has
pivoted to implement new solutions and controls to address potential vulnerabilities,
and to focus resources on those operational tasks that best protect our sensitive data
sets and systems and detect and respond to potentially malicious events in an
appropriate way.
• In the early stages of the pandemic, we deployed our Intelligence functions to gain early
knowledge of potential new attack campaigns; implemented controls to prevent
malicious emails from getting to email inboxes; and educated employees worldwide on
the increased dangers from phishing, business email compromise and social
engineering. We also accelerated the rollout of multi-factor authentication to limit
successful phishing attacks. To respond to heightened inherent risks from remote
working, we reviewed controls for remote access solutions and increased monitoring to
more quickly identify malicious activity. Our Procurement team engaged key providers
on their approach for maintaining operations and fulfilling their contractual obligations
for the safety and security of our data and systems.
• We have continued to work with our specialist technology providers to continuously
improve key operational security processes and capabilities such as Identity & Access
Management, Security Monitoring, Incident Response, and the support and
maintenance of technical solutions architecture.
• Preserving security across our complex corporate and hotel estate requires continuous
maintenance and enhancement or replacement of hardware and software. With
finances at a premium for hotel owners, our Information Security and Technology teams
collaborate to provide reliable, scalable and cost-effective solutions, targeted at areas of
greatest opportunity for future attacks.
• Our information security programme is supported and reviewed by internal and external
assurance activities, including our Internal Audit and Financial Governance teams and
PCI assessments. The Board receives regular reports using key risk indicators to track
inherent risk trends and mitigation activities. We also continue to work closely with our
insurers to ensure we are adequately protecting against our risks, and have assessed
and quantified potential cyber incident scenarios to drive risk-based discussions on
investing in remediation versus risk acceptance and transfer opportunities.
38
IHG | Annual Report and Form 20-F 2020
Strategic Report
Risk description
Trend
Impact
Initiatives to manage these risks
Failure to capitalise on
innovation in booking
technology and to maintain
and enhance the functionality
and resilience of our channel
management and technology
platforms (including those of
third-parties, on which we rely
directly or indirectly), and to
respond to changing guest
and owner needs remains a
dynamic and critical risk to
IHG’s revenues and growth
ambitions.
Increasing personalisation and
understanding our guests and
their needs will drive return
stays and further build loyalty.
Despite the pandemic placing
cost pressures on our owners,
the pace of change in the
hospitality industry continues
to accelerate and IHG must
evolve to effectively grow and
compete in the marketplace.
It will be key for us to prioritise
digital capabilities to drive our
channels, actively expanding
the breadth and depth of our
digital relationships with
current and new guests.
In a resource constrained
environment, the importance
of investment effectiveness
and efficiency will be critical
to balance short- and
longer-term strategic needs
(e.g. developing infrastructure,
increasing growth, enhancing
digital capabilities).
Failure to manage risks
associated with investments
may impact commercial
performance, lead to financial
loss, and undermine
stakeholder confidence.
• Our comprehensive channels strategy is a key driver and enabler of accelerated growth.
Rapidly evolving guest and owner expectations have increased the pressure to deliver
commercial and technological change more quickly. We continue to seek opportunities
to align and innovate our channels and technology platforms to Create digital advantage
(see page 19 for more details). Our IHG Concerto™ platform is operating at all IHG hotels,
and over time future releases will enhance the guest travel journey, deliver efficiencies
for hotels, and drive sustainable revenue.
• To respond to the initial disruption from Covid-19, a new Global Revenue Committee was
formed across global and regional teams to manage and drive booking activity and
revenue. The Committee developed and monitored specific leading indicators on
market status, sentiment, search and demand, and loyalty member trends, and further
tracked communications penetration, internal pulse surveys and public relations
effectiveness. The relatively reduced level of booking activity in 2020 also created the
opportunity to reorganise our technology delivery model, moving more development
to technology partners and co-sourcing arrangements. We have also engaged with our
strategic suppliers during 2020 to adjust service levels and anticipate continuity risks.
• Our oversight and finance teams regularly review and evolve our governance and
control frameworks, including delegated approval authorities and processes, to enable
decisions on investments to be made quickly and efficiently with consideration of the
risks involved. In early 2020 the Delegation of Authority Policy was specifically updated
to help drive cost-conscious behaviours and close control of investment expenditure
required in the business at that time.
• With on-going uncertainty in the industry outlook, we need to retain flexibility in the
extent to which we commit to expenditure until there is improved visibility. Our financial
planning balances a disciplined approach to discretionary investments with a need to
appropriately reward our people and invest in strategic growth initiatives. There is, and
will continue to be, a constant focus on retaining flexibility within our cost base to ensure
spend is being prioritised in the right areas given the ever-changing environment.
Financial resource allocation is kept under regular review, with decisions taken as part
of our quarterly forecasting process.
• We have also sought to protect key functions that are critical for fulfilling our
responsibilities as a publicly listed company and in maintaining our reputation across our
external stakeholders. For example, we continue to ensure that we have the right level of
support in our Legal, Corporate Affairs and Financial Reporting teams.
IHG | Annual Report and Form 20-F 2020
39
Strategic ReportOur risk management Our risk management continued
Risk description
Trend
Impact
Initiatives to manage these risks
The global business
regulatory and contractual
environment and societal
expectations have continue
to evolve throughout 2020.
Failure to ensure legal,
regulatory and ethical
compliance would impact
IHG operationally and
reputationally, and non-
regulatory stakeholders
(including corporate sales
clients) and investors
continue to focus on IHG’s
performance as a corporate
entity to uphold ethical and
social expectations.
Significant fines can be
imposed for regulatory
non-compliance, most
notably in relation to privacy
obligations and data security.
In an uncertain hospitality
industry, there may be
increased pressure on
compliance programmes,
and a heightened risk of
liabilities relating to our
franchise model both in
relation to brand reputation
issues as well as litigation.
The manner in which IHG
responds to operational
risk and the steps taken to
safeguard the safety and
security of colleagues and
guests will continue to receive
heightened scrutiny,
particularly in light of the
Covid-19 pandemic, and could
affect IHG’s reputation for high
standards of business
conduct, result in financial
damage, and undermine
confidence in our brands.
The rapid progression of
Covid-19 has also given rise
to significantly increased
litigation risk across all
markets. These risks relate
both to our direct operations
in hotels and other locations
where we have management
responsibility, and also to
outsourced activities and
others with whom we
collaborate and trade,
including the owners of our
franchised hotels which
operate as independent
businesses.
• Our Ethics and Compliance team focuses on ensuring IHG has a globally coordinated
approach to material ethical and compliance risks, taking into account the regulatory
environment, stakeholder expectations and IHG’s commitment to a culture of
responsible business. The overarching framework for ethics and compliance is the IHG
Code of Conduct (see page 24) and we provide e-learning training on an annual basis to
all corporate, reservation offices and managed hotel employees and new joiners.
• We continue to monitor changes and advise stakeholders on risks across a range of
regulatory issues, including safety, employment, contract, privacy, anti-bribery and
anti-trust, while also addressing legal and regulatory issues that have emerged as a
result of Covid-19. We also continue to participate in Transparency International UK’s
2020 Corporate Anti-Corruption Benchmark. This is a comprehensive tool that measures
and compares the performance of anti-corruption programmes across companies on an
anonymous and confidential basis.
• We continue to focus on key human rights risks, particularly those heightened by
Covid-19. For example, to address migrant worker staff accommodation risks which may
have been heightened by the pandemic, we developed a guidance note on staff living
accommodation for hotel teams.
• Monitoring of sanctions continues to be an increasingly important part of our due
diligence processes as their use by the US, UK and EU in particular continues to grow.
A sanctions update is communicated annually to the Legal, Development and Strategy
teams and other relevant employees providing a reminder of ‘No Go’ countries and
sanctions issues that may restrict IHG. Our owner legal due diligence process also
requires that all new owners are screened against sanctions lists and we utilise due
diligence tools for this purpose. Ethics and compliance country-level due diligence is
also undertaken for new country entry assessments, taking into account country-
specific risks and impacts.
• The Ethics and Compliance team currently monitors training completions, gifts and
entertainment reporting and the owner due diligence process, and they receive informal
queries/escalation of issues directly from colleagues and via an Ethics and Compliance
email channel which is publicised in training and awareness materials. The Board
receives regular reports on the Confidential Reporting Channel and matters directly
related to our responsible business agenda.
• Our Business Reputation and Responsibility team coordinates and monitors IHG’s risk
management system, which is designed to anticipate and identify relevant operational
safety and security risks and provide appropriate levels of control necessary to mitigate
against significant incidents, whether in hotels or corporate offices. Regional and global
subject matter experts in safety and security work regularly with relevant stakeholders,
including hotels, operations leaders, and operations support teams such as Design &
Engineering, Food and Beverage and Human Resources, to review and set operational
safety and security policies and procedures.
• The Covid-19 pandemic has led to the enhancement of IHG’s operational safety and
crisis management procedures for hotels and corporate offices. In early 2020, our safety
experts worked closely with Operations and Global Corporate Affairs to develop a Hotel
and Corporate Office Response Toolkit of guidance, processes and procedures for
operating a safe work environment in line with the advice issued by government
authorities and public health officials. As the pandemic has progressed, this guidance
has been revised and expanded to address emerging operational safety issues, and
changes in local government requirements or public health advice.
• Alongside Covid-19, subject matter experts in safety and security have continued
to monitor external trends that may impact the safe operation of hotels, customer
expectations, and development opportunities (e.g. fire safety, food allergens), and we
continue to review our relevant standards and guidance as these issues evolve and/or
new regulatory requirements and best practices are published.
• Our experts also track a range of internal indicators relating to safety and security to
assess their potential impact on the safety of hotels, colleagues and guests as well as the
impact on the reputation of IHG and its brands. Despite our best efforts, incidents may
occur across our global hotel operations and corporate offices and an assessment of
severity and impact is made before the most serious are promptly forwarded to senior
management. The Board receives and reviews regular safety reports and monitors safety
performance. Through this monitoring, IHG can determine where additional standards
or guidance may be necessary or whether existing controls may need to be adjusted.
40
IHG | Annual Report and Form 20-F 2020
Strategic Report
Risk description
Trend
Impact
Initiatives to manage these risks
A material breakdown in
financial management and
control systems would lead
to increased public scrutiny,
regulatory investigation
and litigation.
This risk includes our ongoing
(and stable) operational risks
relating to our financial
management and control
systems which have been
adapted to cope with remote
working arrangements during
the pandemic; the continuing
expectations of IHG’s
management decision making
and financial judgements; and
our own business model and
transactions.
As a global business, IHG
faces uncertainties relating
to evolving environmental and
social megatrends and our
response to these is subject
to scrutiny from a wide range
of stakeholders.
These stakeholders include
regulators and investor groups
(such as the Task Force on
Climate-related Financial
Disclosures (TCFD)), who focus
on various environmental,
social and governance issues
that have the potential to
impact performance and
growth in key markets. The
focus on companies acting
responsibly and being true
to their purpose has been
heightened by the pandemic
and will continue into
the future.
• Covid-19 inevitably impacted IHG’s financial control environment, with heightened risks
relating to liquidity, business continuity and fraud and a need to adapt and enhance
existing processes for employees working remotely and, in some cases, with a reduced
workforce. The Finance leadership team regularly monitors the primary risks to the
function and to IHG and, as the impact of Covid-19 became clear, reviewed controls and
implemented enhancements to provide additional mitigation, including controls over
cash disbursements and expenditure, applying data analytics where possible.
• We reviewed our business continuity arrangements, including for our India-based Global
Business Service Centre, given the operational importance of processes located there
such as accounts payable, billing and cash collection, and financial reporting for both
corporate and hotels. In response to decisions to furlough corporate employees during
2020 we evaluated risks, processes and controls relating to accuracy of payroll; access
to IT systems and company credit cards; as well as completeness of payment processes.
• Throughout the year we have reinforced policies across the organisation, including
particular emphasis on entity level controls. We have continued to operate an
established set of processes across our financial control systems, which is verified
through testing relating to our Sarbanes-Oxley compliance responsibilities. See pages
68, 144, 157 to 162 for details of our approach to taxation, page 87 for details of our
approach to internal financial control, and pages 179 to 183 for specific details on
financial risk management policies. These processes and our financial planning will
continue to evolve to reflect the changes in our management structure and business
targets, including system enhancements and further automation where possible.
• While it remains difficult to assess trading conditions in 2021 with certainty, we will
continue to adapt our approach to financial control across our hotel estate. Given the
differences in the culture and ways of working across our regions, we apply globally
and/or regionally consistent policies and procedures to manage the risks, such as
fraud and reporting risks, wherever possible.
• Our Group insurance programmes are also maintained to support financial stability.
• Working together with governments and industry associations has been key in ensuring
our voice is heard among key stakeholders, as well as being able to advocate for our
industry and our owners. As the pandemic has progressed there has been an
expectation from governments for companies to do the right thing by their stakeholders.
We work with key industry bodies to engage governments and officials to take steps that
support our industry and owners across a number of different markets.
• To support our hotels in better understanding, managing and reporting their
environmental footprint, while driving operational efficiency and reducing their utility
costs, we are replacing IHG’s Green Engage™ system with a more comprehensive and
engaging platform as well as an automated data entry solution to enable much more
accurate information capture. See pages 20 and 21, and 29 and 30 for details of our
environmental policies and initiatives, including our commitment to support the TCFD
recommendations.
• Our long-standing commitment to operating our business responsibly has underpinned
the actions we are taking in our local communities see page 29. The Corporate
Responsibility team has established core principles to support our local communities,
while establishing clear governance for our overall community support strategy in
partnership with legal and communications.
• Our values and behaviours, underpinned by our Code of Conduct, inform our decision-
making at all levels. For example, specific elements of our Code of Conduct define
expectations for IHG employees in relation to human rights and the environment, and
our Procurement, Legal and Risk teams monitor supply chain and human rights risks
(see pages 24 and 25).
IHG | Annual Report and Form 20-F 2020
41
Strategic ReportOur risk management
Viability statement
The Covid-19 global pandemic has resulted
in the worst ever period of trading for the
hotel industry. The resilience of the Group’s
fee-based model and wide geographic
spread has however left it well-placed to
manage through these challenging times.
Our weighting towards upper midscale hotels
in non-urban locations with low reliance
on groups business has supported IHG’s
performance. In addition to taking decisive
action to reduce costs and protect IHG cash
flows, we have also used IHG’s scale and
expertise to support owners in reducing their
costs and managing cash flows. As a result,
Group free cash flow was $29m during 2020
and net debt has reduced by $136m through
this challenging trading perioda.
We also entered the Covid-19 pandemic
with a conservative balance sheet which
has been managed with the objective of
maintaining an investment grade credit
rating. This has supported covenant
amendments which have been agreed
as required through the year with minimal
additional restrictions.
Although previous viability assessments
had not considered a plausible scenario
as severe as the scale of the Covid-19
pandemic, the resilience of the business
has been demonstrated.
Looking forward, the Directors have
determined that the three-year period to
31 December 2023 is an appropriate period
to be covered by the Viability statement.
The Group’s annual planning process builds
a three-year plan. The detailed three-year
plan takes into consideration the principal
risks, the Group’s strategy and current and
emerging market conditions. That plan then
forms the basis for strategic actions taken
across the business. The plan is reviewed
annually by the Directors. Once approved,
the plan is then cascaded to the business
and used to set performance metrics and
objectives. Performance against those
metrics and objectives is then regularly
reviewed by the Directors.
There remains unusually limited visibility on
the pace and scale of market recovery and
therefore there are a wide range of possible
planning scenarios over the three-year
period considered in this review.
In assessing the viability of the Group,
the Directors have reviewed a number of
scenarios, weighting downside risks that
would threaten the business model, future
performance, solvency and liquidity of the
Group more heavily than opportunities.
Viability scenarios and assumptions
In performing the viability analysis, the Directors
have considered a ‘Base Case’ scenario which is
based on a gradual improvement in demand
during 2021 as vaccines become more widely
available, and a steady but gradual
improvement to the end of 2023 by when
RevPAR is expected to reach 90% of 2019
levels. The assumptions applied in the viability
assessment are consistent with those used for
Group planning purposes and for impairment
testing (see further detail on page 135).
The Directors have also considered a
‘Downside Case’ scenario, which assumes
a slower impact from vaccine rollout and is
based on the performance of the second half
of 2020 continuing throughout 2021, with the
recovery to 2019 levels starting in 2022.
The key assumption included in the three-
year plan relates to RevPAR growth which is
explained above. The Board has stated that
consideration of dividends has been deferred
until visibility of the pace and scale of the
market recovery improves and for the
purposes of this analysis no dividends have
been assumed in the period under review.
Principal risks
In assessing the viability of the Group, the
Directors have considered the impact of the
principal risks as outlined on pages 36 to 41.
A large number of the principal risks would
result in an impact on RevPAR which is the
main scenario modelled in the ‘Downside
Case’. These risks include: preferred brands
and loyalty, leadership and talent, channel
management and technology platforms,
investment effectiveness and efficiency,
macro external factors, environmental and
social megatrends, safety and security and
financial management and control systems.
There are other principal risks that could
result in a large one-off incident that has a
material impact on cash flow and the income
statement. These include cybersecurity
and information governance and legal,
regulatory and ethical compliance. The
impact of these has been considered in
the viability assessment.
Funding
The Group has taken steps to strengthen
its liquidity during 2020. The existing
covenants on it’s syndicated and bilateral
revolving credit facilities (‘the bank facilities’)
have been waived or amended until
December 2022. See note 24 for
further details.
The other assumptions relating to debt
maturities are as follows:
• The $1.35bn bank facilities mature in
September 2023. It has been assumed that
these facilities are renewed as they mature.
• £600m of CCFF due in March 2021 is
repaid on maturity.
• £173m of bonds due in November 2022
are repaid on maturity.
No other new or additional financing has
been assumed in the analysis performed.
a Definitions for Non-GAAP measures can be found on pages 47 to 51.
42
IHG | Annual Report and Form 20-F 2020
Viability assessment
Under the Base Case the Group is forecast
to generate positive cash flows over the
2021-2023 period and the bank facilities
remain undrawn. The principal risks which
could be applicable have been considered
and are able to be absorbed within the
$400m liquidity covenant and amended
covenant requirements.
Under the Downside Case the Group is
also forecast to generate positive cash flows
over the 2021-2023 period and the bank
facilities remain undrawn. In this scenario,
the Group could be at risk of breaching the
covenant requirements in 2023 (which have
not been amended at this time). However,
additional actions could be taken in order
to mitigate this risk such as reductions in
discretionary spend.
In the Downside Case, the Group has
substantial levels of existing cash reserves
available and is not expected to draw on
the bank facilities. The Directors reviewed a
reverse stress test scenario to determine how
much additional RevPAR downside could be
absorbed before utilisation of the bank
facilities would be required. The Directors
concluded that the outcome of the reverse
stress test showed it was very unlikely the
bank facilities would need to be drawn and
therefore the Group does not need to rely on
the additional liquidity provided by the bank
facilities. This means that in the event the
covenant test was failed, the bank facilities
could be cancelled by the lenders but would
not trigger a repayment demand which
threatened the viability of the Group.
In the event that a further covenant
amendment was required, the Directors
believe it is reasonable to expect that such
an amendment could be obtained based
on their prior experience in relation to
negotiating the 2020 amendments. The
Group also has alternative options to
manage this risk including raising additional
funding in the capital markets.
In the event of additional or multiple
principal risks occurring during the period
of review e.g. continued depressed RevPAR
and a widespread cybersecurity incident,
it is expected that these risks could be
absorbed within the liquidity headroom
available without relying on the additional
liquidity provided by the bank facilities.
Conclusion
The Directors have assessed the viability
of the Group over a three-year period to
31 December 2023, taking account of
the Group’s current position, the Group’s
strategy and the principal risks documented
in the Strategic Report. Based on this
assessment, the Directors have a reasonable
expectation that the Group will be able to
continue in operation and meet its liabilities
as they fall due over the period to
31 December 2023.
Strategic Report Key performance indicators (KPIs)
Our KPIs are carefully selected to allow us to monitor the delivery of
our strategy and long-term success. They remain organised around
our refreshed strategy, which articulates our purpose and ambition
and our four main priorities, (see page 16). KPIs are reviewed
annually by senior management to ensure continued alignment to
our strategy and are included in internal reporting and regularly
monitored. Measures included are those considered most relevant
in assessing the performance of the business and relate to our
growth agenda and commitment to our key stakeholders including
owners, guests, employees, shareholders and the communities in
which we work. KPIs should be read in conjunction with the other
sections of the Strategic Report, and where applicable, references to
specific relevant topics are noted against each KPI.
A guide to this KPI section
Link between KPIs and Director remuneration
Whilst performance was impacted by Covid-19
in 2020, our long-term focus remained to deliver
high-quality growth and, as in prior years,
Directors’ remuneration for 2020 was directly
related to key aspects of our strategy. The
following indicates which KPIs have impacted
Directors’ remuneration:
A The Annual Performance Plan
LT The Long Term Incentive Plan
• 70% was linked to operating profit from
• 40% was linked to Total Shareholder Return
reportable segments
• 30% was linked to strategic focus on
improvements in net System size growth
• 20% was linked to rooms growth
• 20% was linked to total gross revenue growth
• 20% was linked to cash flow generation
For more information on Directors’
remuneration see pages 96 to 111.
Link to our strategy
In 2020 we evolved some key elements of
our strategy (see pages 16 to 20 for more
information). This evolution included
definition of four strategic priorities,
represented as follows:
Build loved and
trusted brands
Customer centric
in all we do
Create digital
advantage
Care for our people,
communities and planet
KPIs
2020 status and 2021 priorities
Net rooms supply
Net total number of rooms in the
IHG System.
A
LT
Increasing our rooms supply provides
significant advantages of scale,
including increasing the value of our
loyalty programme. This measure is a
key indicator of achievement of our
growth agenda (see page 16).
Signings
Gross total number of rooms added
to the IHG pipeline.
Continued signings secure the future
growth of our System and continued
efficiencies of scale. Signings indicate
our ability to deliver sustained growth
(see page 16).
2020
2019
2018
2017
2016
A
2020
2019
2018
2017
2016
886,036
883,563
836,541
798,075
767,135
56,146
97,754
98,814
83,481
75,812
2020 status
Grew net System size by 0.3%, impacted by a slower pace of openings due
to Covid-19 disruption to non-essential activity and removal of 16.7k rooms
(102 hotels) associated with the SVC portfolioa, taking total rooms supply to
886,036 rooms. Net System size grew +2.2% excluding the impact of the
SVC portfolio termination.
Signings of 56,146 rooms (360 hotels) represented almost one hotel a day
but a decrease of 43% on 2019 levels, as Covid-19 disrupted all regions,
particularly impacting Americas and EMEAA. Greater China maintained solid
performance throughout 2020 with a reduction of only 21%.
Overall performance was driven by:
• Continued strength of the Holiday Inn Brand Family with 47.3k rooms
opened and 26.6k signed, representing half of all signings.
• Conversions, representing ~25% of all signings and ~25% of openings.
• Further growth of our recently launched brands with:
– avid hotels adding 17 openings and 19 signings in 2020 taking the total
estate to 24 hotels open with a further 192 in the pipeline;
– voco hotels growing to 18 hotels opened by the end of 2020, with a total
of 37 signed since launch. Openings included the first hotels in the
Americas (three signings) and Greater China (two signings); and
– Atwell Suites growing at pace, with nine further signings and breaking
ground on the first hotel in Miami.
• Total removals of 36.9k including 2.1k rooms associated with a previously
flagged portfolio in Germany, 16.7k rooms (102 hotels) associated with the
SVC portfolioa, and ongoing focus on quality.
2021 priorities
• Continued focus on our ambition to deliver industry-leading net System
size growth, whilst protecting our longer-term growth prospects by
ensuring the health of our brands and consistent quality of the estate.
• Continue to scale avid hotels in the US and voco hotels globally.
• Open the first Atwell Suites hotels in the US and continue to scale
the brand.
• Continue to expand our Luxury & Lifestyle offer through acquired brands
Regent, Six Senses and Kimpton.
a A portfolio of management agreements with Services Properties Trust (‘SVC’) was terminated on 30 November 2020.
IHG | Annual Report and Form 20-F 2020
43
Strategic ReportKey performance indicators Key performance indicators (KPIs) continued
KPIs
2020 status and 2021 priorities
-52.5%
2020
-0.3%
2019
2018
2.5%
2017
2.7%
2016
1.8%
-45.0%
2020
2019
2018
2.0%
6.4%
A
LT
2020
$13.5bn
2019
2018
2017
2016
2020
2019
2018
2017
2016
$27.9bn
$27.4bn
$25.7bn
$24.5bn
72%
76%
78%
76%
75%
Global RevPAR growth
Revenue per available room: rooms
revenue divided by the number of
room nights that are available.
RevPAR growth indicates the
increased value guests ascribe to our
brands in the markets in which we
operate and is a key measure widely
used in our industry (see page 8).
Growth in underlying
fee revenuesa,b
Group revenue from reportable
segments excluding revenue from
owned, leased and managed lease
hotels, significant liquidated damages
and current year acquisitions, stated
at constant currency.
Underlying fee revenue growth
demonstrates the continued
attractiveness to owners and guests
of IHG’s franchised and managed
business (see page 13).
Total gross revenue from hotels in
IHG’s Systemb
Total rooms revenue from franchised
hotels and total hotel revenue from
managed, owned, leased and
managed lease hotels. Other than
for owned, leased and managed
lease hotels, it is not revenue wholly
attributable to IHG, as it is mainly
derived from hotels owned by
third parties.
The growth in gross revenue from
IHG’s System illustrates the value
of our overall System to our owners
(see page 14).
Enterprise contribution to revenuec
The percentage of room revenue
booked through IHG managed
channels and sources: direct via our
websites, apps and call centres;
through our interfaces with Global
Distribution Systems (GDS) and
agreements with Online Travel
Agencies (OTAs); other distribution
partners directly connected to our
reservation system; and Global Sales
Office business or IHG Reward
members that book directly at a hotel.
Enterprise contribution is one
indicator of IHG value-add and the
success of our technology platforms
and our marketing, sales and loyalty
distribution channels (see page 13).
2020 status
• RevPAR declined by an unprecedented level due to the global impact
of Covid-19 on domestic and international travel demand, with disruption
throughout the year as countries around the world introduced travel
restrictions to limit the spread of the pandemic.
• Throughout the crisis we supported owners to maximise revenues by:
– Providing advice and support to help keep hotels open, including how
to flex operations and reduce costs, or how to temporarily close and
re-open most efficiently and effectively.
– Coordinating Covid-related demand, such as government repurposing
of hotels with enhancements made to demand driver mapping, rate
loading and centralised booking to manage urgent and bespoke needs.
• Enterprise contribution (previously defined as system contribution) had
been growing each year. However in 2020, as a direct result of Covid-19,
a greater number of guests chose to phone hotels direct in order to check
for the latest updates and availability, or drive straight to hotels without any
advanced booking. Our Enterprise Contribution metric therefore declined
marginally but the overall strength of our brand equity continued to be
reflected in direct to hotel business.
• Enhanced and leveraged our technology and loyalty platforms and
services to drive revenue by:
– Optimising our Revenue Management for Hire (RMH) services using
machine learning technology, to provide enhanced capabilities to help
owners protect pricing and returns during periods of volatile demand.
– Commencing rollout of digital check-in, implemented in over 1,000
properties, and digital check-out, implemented in 4,000 hotels
worldwide, and piloted other mobile-enabled improvements including
in-room dining orders.
– Expanded pilot of attribute pricing via IHG Concerto™ platform, across
regions and brands, ahead of full roll out in 2021.
– Enhancing our Owner Engagement Portals to provide real-time
scorecard metrics to our global owner community, including Guest Love
measures, RevPAR, financial and operational performance with
recommendations for action.
– Commencing roll out of dynamic pricing for Reward Nights, with rates
now set daily, enabling more than 80% of hotels to reduce their points
pricing to deliver around 25% more value for guests outside of peak
times, leading to increased penetration since launch.
• Further strengthened IHG Rewards by completing integration of
Mr & Mrs Smith partnership, allowing members access to over 400
Mr & Mrs Smith hotels at which to earn and redeem points.
• Launched a new, sharper, more engaging identity under IHG Hotels &
Resorts to strengthen perception, making a clearer connection to our
hotels and better promoting the breadth of our portfolio.
2021 priorities
• Apply focused data analytics to drive more efficient and effective
marketing to identify and target available demand during the recovery.
• Complete roll out of attribute pricing across the entire estate via
IHG Concerto.
• Continue roll out of digital check-in to 4,500 hotels by the end of the year.
• Continue to develop strategic partnerships to enhance the value of our
loyalty programme for members.
• Continue to innovate our loyalty offering including in-hotel experiences
and brand integrations, to provide greater opportunities for our members
to earn and redeem IHG Rewards points.
• Maintain our focus on increasing contribution from IHG Rewards members
and through direct bookings via our website or call centres.
a In 2019 the underlying fee revenue calculation was restated for 2017 onwards following a change in the definition of how we calculate constant currency. The 2017 and 2016 growth
figures are not comparable and thus excluded from comparison.
b Use of Non-GAAP measures: In addition to performance measures directly observable in the Group Financial Statements (IFRS measures), additional financial measures (described
as Non-GAAP) are presented that are used internally by management as key measures to assess performance. Non-GAAP measures are either not defined under IFRS or are adjusted
IFRS figures. Further explanation in relation to these measures can be found on pages 47 to 51 and reconciliations to IFRS figures, where they have been adjusted, are on pages 212
to 216. A reconciliation of total gross revenue to owned, leased and managed lease revenue as recorded in the Group Financial Statements can be found on page 53.
c In 2020, changes were made to the calculation of enterprise contribution (previously system contribution) and 2019 was restated. This followed an enhanced level of analysis enabled
by the roll out of the new Guest Reservation System (GRS). Restatement of years prior to the implementation of the GRS is not possible. The 2019 enterprise contribution of 76% is 3%
lower than the 79% previously reported as system contribution under the prior calculation. We would not anticipate a material impact of the change in prior years.
44
IHG | Annual Report and Form 20-F 2020
Strategic Report
KPIs
2020 status and 2021 priorities
Guest Love
IHG’s guest satisfaction measurement
indicator.
Guest satisfaction is fundamental to
our continued success and is a key
measure to monitor the risk of failing
to deliver preferred brands that meet
guests’ expectations (see page 37
for details).
A
2020
2019
2018
2017
2016
81.6%
82.4%
81.7%
80.9%
80.4%
Fee margina,b
Operating profit as a percentage
of revenue, excluding System Fund,
reimbursement of costs, revenue and
operating profit from owned, leased
and managed lease hotels, significant
liquidated damages, the results of
the Group’s captive insurance
company and exceptional items.
Our fee margin progression indicates
the profitability of our fee revenue
growth and benefit of our asset-light
business model (see page 12).
A
2020
2019
2018
2017
34.1%
54.1%
53.3%
53.4%
LT
2020
$29m
2019
2018
2017
2016
$509m
$611m
$516m
$551m
Free cash flowb
Cash flow from operating activities
excluding payments of contingent
purchase consideration, less
purchase of shares by employee
share trusts, maintenance capital
expenditure and lease payments.
Free cash flow provides funds to
invest in the business, sustainably
grow the dividend and return any
surplus to shareholders (see page 15).
It is a key component in measuring
the ongoing viability of our business
(see page 42).
2020 status
• Guest satisfaction of 81.6% dropped minimally compared to 2019,
a successful outcome given the substantial changes to the guest
experience resulting from Covid-19. Additionally, the externally measured
Guest Satisfaction Index (GSI) was net positive for IHG in 2020.
• Introduced additional Covid-19 cleanliness-specific guidance to protect
our frontline hotel colleagues and enable them in turn to deliver clean and
safe hotels for all our guests.
• Rolled out training, information and new equipment including social
distancing operating procedures and signage, front desk screens, sanitiser
stations and reduced contact at check-in.
• Enhanced IHG Way of Clean programme by partnering with industry
leading experts to enhance guest safety and trust in our cleanliness and
launched IHG Clean Promise.
• Leveraged our prior investment in the cloud-based Concerto GRS
platform, implemented across the entire global estate, to remotely and
rapidly deploy further technological developments to support a safe
and secure guest experience and reduce unnecessary contact.
• Waived cancellation fees and created a Book Now Pay Later option
and allowed members to keep status for 2020 to enhance the flexibility
of our loyal guests.
• Launched a special Heroes rate for government workers, healthcare
professionals, the military and other frontline worker groups.
2021 priorities
• Continue to invest in brand innovation, including room design and F&B
enhancements to meet evolving guest needs.
• Ensure that, whilst driving strong rooms supply growth, we maintain a high
level of guest satisfaction across our entire portfolio through a heightened
focus on quality and cleanliness standards.
• Continue to invest behind digitisation of the guest journey and improve
on-property processes to improve guest satisfaction and streamline
hotel operations.
2020 status
• Fee margin was impacted by the substantial impacts of Covid-19 on fee
revenue, however rapid cost actions taken across the business to protect
profitability maintained fee margin in excess of 34%, despite the
unprecedented disruption.
• Actions taken to reduce salary and incentives and challenge all areas of
discretionary spend delivered ~$150m of fee business cost savings.
• Commenced activities to sustainably embed ~50% of 2020 costs savings
through ongoing control of discretionary spend and a re-balancing of
resources to meet expected demand.
2021 priorities
• Embed 50% of savings generated in 2020 (~$75m), continuing our strong
cost and efficiency focus, whilst continuing to invest in growth initiatives.
• Continue to look for further operational efficiencies through greater
application of technology.
2020 status
• Free cash flow of $29m was down $480m year-on-year with significant
reductions in revenues driven by Covid-19, together with a System Fund
outflow, partially offset by cost saving measures taken across the Group and
a working capital inflow, following proactive management through the year.
• Impact of Covid-19 on cash flow mitigated through cost saving actions
taken across both the P&L and System Fund to reduce salaries and
incentives and challenge discretionary spend.
• Gross capex reduced by $117m year-on-year to $148m outflow.
• Sustained focus on accounts receivable, cash management and liquidity
through the crisis delivered positive free cash flow in 2020 and resulted in
closing liquidity of ~$2.9bn.
2021 priorities
• Continued cost focus, maintaining challenge around all areas of
discretionary spend and prioritising investment behind growth.
• Continued focus on accounts receivable to maintain robust cash position.
• Tightly controlled, disciplined capex deployment.
a In 2019 the fee margin calculation was restated for 2017 onwards following implementation of IFRS 16 ‘Leases’. The 2016 figure is not comparable and is thus excluded from comparison.
b Use of Non-GAAP measures: In addition to performance measures directly observable in the Group Financial Statements (IFRS measures), additional financial measures (described as
Non-GAAP) are presented that are used internally by management as key measures to assess performance. Non-GAAP measures are either not defined under IFRS or are adjusted IFRS
figures. Further explanation in relation to these measures can be found on page 47 to 51 and reconciliations to IFRS figures, where they have been adjusted, are on pages 212 to 216.
IHG | Annual Report and Form 20-F 2020
45
Strategic ReportKey performance indicators
Key performance indicators (KPIs) continued
KPIs
2020 status and 2021 priorities
IHG® Academy
Number of people participating in IHG
Academy programmes.
2020
3,277
Sustained participation in the IHG
Academy indicates the strength of our
progress in creating career building
opportunities and engagement with
the communities in which we operate
(see page 29).
2019
2018
2017
2016
15,081
13,531
13,633
11,985
Carbon footprint per occupied room
(CPOR)a
We work with our hotels to drive energy
efficiency and carbon reductions
across our estate. In 2017, we set
ourselves a target to reduce CPOR by
6-7% by 2020. This is therefore the last
reporting year against this target, while
we shift our focus towards achieving
our science-based carbon reduction
targets to 2030 (see page 29).
A
2020
2019
2018
2017
31.7kgCO2e
26.6kgCO2e
27.9kgCO2e
28.7kgCO2e
Employee engagement survey scoresb
Revised Colleague HeartBeat survey,
completed by our corporate, customer
reservations office and managed hotel
general managers (excluding our
joint ventures).
We measure employee engagement
to monitor risks relating to talent (see
page 38) and to help us understand the
issues that are relevant to our people
as we build a diverse and inclusive
culture (see page 28).
A
2020
2019
2018
2017
79.0%
79.0%
75.0%
79.0%
2020 status
• Covid-19 significantly impacted the vast majority of IHG Academy
face-to-face offerings such as internships and work experience. In some
locations we pivoted our offering to deliver online events, introducing
participants to IHG and the hospitality industry through virtual challenges.
• Evolved our partnership with Junior Achievement Worldwide, offering young
people opportunities to gain skills and experience, empowering them to
consider career opportunities in the industry, pivoting to virtual solutions.
2021 priorities
• Continue to provide skills and improved employability through IHG
Academy, ensuring a positive impact for local communities, our owners
and IHG. We will flex our approach to delivery between face-to-face and
virtual solutions depending on regional recovery.
• Launch a Global IHG Academy NGO Portal hosting a variety of resources
bespoke to entry level participants. NGOs can use the resource to educate
participants about the hospitality industry, increase their awareness of IHG,
and develop their skills to ensure a great start in the hospitality industry.
• Drive quality growth in the programme through enabling our regional
teams to measure impact through a robust reporting solution and convert
IHG Academy hires into employees.
2020 status
• At the end of 2019, we reported a 5.9%a reduction in CPOR against our
2017 baseline, nearly meeting our three-year intensity target a year early.
• CPOR was significantly affected by the impacts of Covid-19 on our industry,
and 2020 closed with a 10.2% increase against our 2017 baseline. Over the
same period, our absolute carbon emissions fell by 23.6% (see page 29).
This was largely due to the impacts of Covid-19, but also in part a result of
targeted efforts in our estate to help minimise energy consumption during
hotel closures and maximise energy efficiency at re-opening.
2021 priorities
• Continue to work with our hotels to maximise energy efficiency and reduce
our carbon footprint.
• Use a bespoke decarbonisation tool, developed with a third party during
2020, to model the possible impacts of different interventions on our
carbon footprint and develop a roadmap to 2030.
• Enhance our environmental reporting systems, to continue building more
robust and complete datasets, and providing more detailed performance
insights and guidance for our hotels to support continuous improvement.
• Assess renewable energy opportunities for IHG to maximise/optimise the
role of renewable energy in achieving our carbon reduction targets.
2020 status
• The 2020 score of 79� was 2% higher than external benchmarks.
• In response to the pandemic our priorities pivoted to developing training,
tools and support to maintain colleague engagement during remote
working and furlough, including flexible learning summits, ‘keeping in
touch’ mechanisms and more frequent leadership communications.
• Prioritised support for employee health and wellbeing including:
– creation of an Employee Assistance Programme (EAP), containing details
of local support services that employees could call on;
– launch of a resilience and wellbeing newsletter in Greater China plus
online resources to assist our support centre employees; and
– monthly dedicated ‘re-charge days’ from June to August for corporate
employees to focus on health, wellbeing or personal development.
• Established ERGs to champion and drive our diverse, inclusive culture.
• Advanced our General Manager talent pipeline by developing new systems
and processes to enable visibility of key talent in hotels.
2021 priorities
• Build our future career proposition to remain a leading employer within the
industry via a compelling employer value proposition.
• Engage our corporate employees with our new behaviours to support our
future strategy and cultural shifts.
• Continue to purposefully grow and develop our corporate Senior Leaders and
General Managers to help lead our recovery strategy and future growth.
• Continue to build an inclusive culture and increase the diversity of our
leadership and talent pipelines to enable IHG to maximise the talents and
contributions of all employees.
a Carbon intensity figures for 2017 to 2019 have been restated in a move to calendar reporting in 2020. Prior reported growth based on previous methodology. The 2016 figure could not be restated.
b Due to the complexity of survey administration in hotels during the pandemic the employee engagement survey process was amended. The 2020 score reflects the results of a single
survey and includes employees in corporate, reservations offices and general managers (in managed hotels). Prior results from 2017 to 2019 have been restated for comparability to
exclude the results of surveys from the managed estate, other than general managers. The 2016 survey results could not be restated.
46
IHG | Annual Report and Form 20-F 2020
Strategic Report Performance
Key performance measures (including Non-GAAP measures) used by management
The Annual Report and Form 20-F presents certain financial measures when discussing the Group’s performance which are not measures
of financial performance or liquidity under International Financial Reporting Standards (IFRS). In management’s view these measures
provide investors and other stakeholders with an enhanced understanding of IHG’s operating performance, profitability, financial strength
and funding requirements. These measures do not have standardised meanings under IFRS, and companies do not necessarily calculate
these in the same way. Accordingly, they should be viewed as complementary to, and not as a substitute for, the measures prescribed by
IFRS and as included in the Group Financial Statements (see pages 126 to 132).
Linkage of performance measures to Directors’ remuneration and KPIs
A The Annual Performance Plan
LT The Long Term Incentive Plan KPI Key Performance Indicators
See pages 96 to 111 for more
information on Directors’
remuneration and pages
43 to 46 for more
information on KPIs.
Measure
Commentary
Global revenue per available
room (RevPAR) growth
RevPAR is the primary metric used by management to track hotel performance across regions
and brands. RevPAR is also a commonly used performance measure in the hotel industry.
KPI
RevPAR, average daily rate
and occupancy statistics
are disclosed on pages
217 to 218.
Total gross revenue from
hotels in IHG’s System
A LT KPI
Owned, leased and managed
lease revenue as recorded in
the Group Financial Statements
is reconciled to total gross
revenue on page 53.
RevPAR comprises IHG’s System (see Glossary, page 249) rooms revenue divided by the number
of room nights available and can be derived from occupancy rate multiplied by average daily rate (ADR).
ADR is rooms revenue divided by the number of room nights sold.
References to RevPAR, occupancy and ADR are presented on a comparable basis, comprising
groupings of hotels that have traded in all months in both the current and prior year. The principal
exclusions in deriving this measure are new hotels (including those acquired), hotels closed for major
refurbishment and hotels sold in either of the two years. These measures include the adverse impact
of hotels temporarily closed as a result of Covid-19.
RevPAR and ADR are quoted at a constant US$ conversion rate, in order to allow a better understanding
of the comparable year-on-year trading performance excluding distortions created by fluctuations in
exchange rates.
Total gross revenue is revenue not wholly attributable to IHG, however, management believes this
measure is meaningful to investors and other stakeholders as it provides a measure of System
performance, giving an indication of the strength of IHG’s brands and the combined impact of IHG’s
growth strategy and RevPAR performance.
Total gross revenue refers to revenue which IHG has a role in driving and from which IHG derives an
income stream. IHG’s business model is described on pages 12 to 15. Total gross revenue comprises:
• total rooms revenue from franchised hotels;
• total hotel revenue from managed hotels including food and beverage, meetings and other revenues
and reflects the value IHG drives to managed hotel owners by optimising the performance of their
hotels; and
• total hotel revenue from owned, leased and managed lease hotels.
Other than total hotel revenue from owned, leased and managed lease hotels, total gross hotel revenue
is not revenue attributable to IHG as these managed and franchised hotels are owned by third parties.
Revenue and operating profit
measures
The reconciliation of the most
directly comparable line item
within the Group Financial
Statements (i.e. total revenue
and operating profit,
accordingly) to the non-IFRS
revenue and operating profit
measures is included on pages
212 to 215.
Revenue and operating profit from (1) fee business and (2) owned, leased and managed lease hotels,
are described as ‘revenue from reportable segments’ and ‘operating profit from reportable segments’,
respectively, within note 2 to the Group Financial Statements. These measures are presented for each
of the Group’s regions.
Management believes revenue and operating profit from reportable segments is meaningful to
investors and other stakeholders as it excludes the following elements and reflects how management
monitors the business:
• System Fund – the Fund is not managed to generate a profit or loss for IHG over the longer term,
but is managed for the benefit of the hotels within the IHG System. As described within the Group’s
accounting policies (page 139), the System Fund is operated to collect and administer cash
assessments from hotel owners for the specific purpose of use in marketing, the Guest
Reservation System and hotel loyalty programme.
IHG | Annual Report and Form 20-F 2020
47
Strategic ReportPerformance Performance continued
Measure
Commentary
Revenue and operating profit
measures continued
Underlying revenue and
underlying operating profit
• Revenues related to the reimbursement of costs – as described within the Group’s accounting
policies (page 139), there is a cost equal to these revenues so there is no profit impact. Cost
reimbursements are not applicable to all hotels and growth in these revenues is not reflective
of growth in the performance of the Group. As such, management do not include these revenues
in their analysis of results.
• Exceptional items – these are identified by virtue of either their size, nature, or incidence and can
include, but are not restricted to, gains and losses on the disposal of assets, impairment charges
and reversals, and reorganisation costs. As each item is different in nature and scope, there will
be little continuity in the detailed composition and size of the reported amounts which affect
performance in successive periods. Separate disclosure of these amounts facilitates the
understanding of performance including and excluding such items.
In further discussing the Group’s performance in respect of revenue and operating profit, additional
non-IFRS measures are used and explained further below:
• Underlying revenue;
• Underlying operating profit;
• Underlying fee revenue; and
• Fee margin.
Operating profit measures are, by their nature, before interest and tax. Management believes such
measures are useful for investors and other stakeholders when comparing performance across
different companies as interest and tax can vary widely across different industries or among companies
within the same industry. For example, interest expense can be highly dependent on a company’s
capital structure, debt levels and credit ratings. In addition, the tax positions of companies can vary
because of their differing abilities to take advantage of tax benefits and because of the tax policies of
the various jurisdictions in which they operate.
Although management believes these measures are useful to investors and other stakeholders in
assessing the Group’s ongoing financial performance and provide improved comparability between
periods, there are limitations in their use as compared to measures of financial performance under
IFRS. As such, they should not be considered in isolation or viewed as a substitute for IFRS measures.
In addition, these measures may not necessarily be comparable to other similarly titled measures
of other companies due to potential inconsistencies in the methods of calculation.
These measures adjust revenue from reportable segments and operating profit from reportable
segments, respectively, to exclude revenue and operating profit generated by owned, leased and
managed lease hotels which have been disposed, and significant liquidated damages, which are not
comparable year-on-year and are not indicative of the Group’s ongoing profitability. The revenue and
operating profit of current year acquisitions are also excluded as these obscure underlying business
results and trends when comparing to the prior year. In addition, in order to remove the impact of
fluctuations in foreign exchange, which would distort the comparability of the Group’s operating
performance, prior year measures are restated at constant currency using current year exchange rates.
Management believes these are meaningful to investors and other stakeholders to better understand
comparable year-on-year trading and enable assessment of the underlying trends in the Group’s
financial performance.
Underlying fee revenue growth
KPI
Underlying fee revenue is used to calculate underlying fee revenue growth. Underlying fee revenue is
calculated on the same basis as underlying revenue as described above but for the fee business only.
Management believes underlying fee revenue is meaningful to investors and other stakeholders as an
indicator of IHG’s ability to grow the core fee-based business, aligned to IHG’s asset-light strategy.
48
IHG | Annual Report and Form 20-F 2020
Strategic Report Measure
Fee margin
A KPI
Adjusted interest
Financial income and financial
expenses as recorded in the
Group Financial Statements is
reconciled to adjusted interest
on page 216.
Tax excluding the impact
of exceptional items and
System Fund
A reconciliation of the tax
charge as recorded in the
Group Financial Statements to
tax excluding the impact of
exceptional items and System
Fund can be found in note 8 to
the Group Financial Statements
on page 158.
Adjusted earnings per
ordinary share
Basic earnings per ordinary
share as recorded in the Group
Financial Statements is
reconciled to adjusted earnings
per ordinary share in note 10 to
the Group Financial Statements
on page 163.
Commentary
Fee margin is presented at actual exchange rates and is a measure of the profit arising from fee
revenue. Fee margin is calculated by dividing ‘fee operating profit’ by ‘fee revenue’. Fee revenue and
fee operating profit are calculated from the revenue from reportable segments and operating profit
from reportable segments, as defined above, adjusted to exclude the revenue and operating profit from
the Group’s owned, leased and managed lease hotels and significant liquidated damages.
In addition, fee margin is adjusted for the results of the Group’s captive insurance company, where
premiums are intended to match the expected claims over the longer term (see page 138 to the Group
Financial Statements), and as such these amounts are adjusted from the fee margin to better depict the
profitability of the fee business.
Management believes fee margin is meaningful to investors and other stakeholders as an indicator of
the sustainable long-term growth in the profitability of IHG’s core fee-based business, as the scale of
IHG’s operations increases with growth in IHG’s System size.
Adjusted interest is presented before exceptional items and excludes the following items of interest
which are recorded within the System Fund:
• IHG records an interest charge on the outstanding cash balance relating to the IHG Rewards
programme. These interest payments are recognised as interest income for the Fund and interest
expense for IHG.
• The System Fund also benefits from the capitalisation of interest related to the development of the
next-generation Guest Reservation System.
As the Fund is included on the Group income statement, these amounts are included in the reported
net Group financial expenses, reducing the Group’s effective interest cost. Given results related to the
System Fund are excluded from adjusted measures used by management, these are excluded from
adjusted interest and adjusted earnings per ordinary share (see below).
Management believes adjusted interest is a meaningful measure for investors and other stakeholders
as it provides an indication of the comparable year-on-year expense associated with financing the
business including the interest on any balance held on behalf of the System Fund.
As outlined above, exceptional items can vary year-on-year and, where subject to tax at a different rate
than the Group as a whole, they can therefore impact the current year’s tax charge. The System Fund is
not managed to a profit or loss for IHG over the longer term and is, in general, not subject to tax either.
Management believes removing these provides a better view of the Group’s underlying tax rate on
ordinary operations and aids comparability year-on-year, thus providing a more meaningful
understanding of the Group’s ongoing tax charge.
Adjusted earnings per ordinary share adjusts the profit available for equity holders used in the calculation
of basic earnings per share to remove System Fund revenue and expenses, the items of interest related to
the System Fund as excluded in adjusted interest (above), change in fair value of contingent purchase
consideration, exceptional items, and the related tax impacts of such adjustments.
Management believes that adjusted earnings per share is a meaningful measure for investors and other
stakeholders as it provides a more comparable earnings per share measure aligned with how
management monitors the business.
IHG | Annual Report and Form 20-F 2020
49
Strategic ReportPerformance Performance continued
Measure
Commentary
Net debt
Net debt is included in
note 23 to the Group
Financial Statements.
Net debt is used in the monitoring of the Group’s liquidity and capital structure and is used by
management in the calculation of the key ratios attached to the Group’s bank covenants and with the
objective of maintaining an investment grade credit rating (see page 14 for further discussion). Net debt
is used by investors and other stakeholders to evaluate the financial strength of the business.
Adjusted EBITDA
Operating profit recorded in the
Group Financial Statements is
reconciled to adjusted EBITDA
on page 216.
Gross capital expenditure,
net capital expenditure,
free cash flow
The reconciliation of the
Group’s statement of cash
flows (i.e. net cash from
investing activities, net cash
from operating activities,
accordingly) to the non-IFRS
capital expenditure and cash
flow measures are included
on pages 215 to 216.
Gross capital expenditure
Net debt comprises loans and other borrowings, lease liabilities, the exchange element of the fair
value of derivatives hedging debt values, less cash and cash equivalents.
Adjusted EBITDA has been added as a measure in 2020 as it has become an increasingly useful
measure to investors for comparing the performance of different companies.
One of the key measures used by the Group in monitoring its debt and capital structure is the net debt:
adjusted EBITDA ratio, which is managed with the objective of maintaining an investment grade credit
rating. The Group has a stated aim of maintaining this ratio at 2.5-3.0x. Adjusted EBITDA is defined as
operating profit, excluding System Fund revenues and expenses, exceptional items and depreciation
and amortisation.
Adjusted EBITDA is useful to investors and other stakeholders for comparing the performance of
different companies as depreciation, amortisation and exceptional items are eliminated. It can also be
used as an approximation of operational cash flow generation. This measure is relevant to the Group’s
banking covenants, which have been waived until 31 December 2021. Details of covenant levels and
performance against these is provided in note 24 to the Group Financial Statements. The leverage ratio
uses a Covenant EBITDA measure which is calculated on a ‘frozen GAAP’ basis, which excludes the
effect of IFRS 16.
These measures have limitations as they omit certain components of the overall cash flow statement.
They are not intended to represent IHG’s residual cash flow available for discretionary expenditures,
nor do they reflect the Group’s future capital commitments. These measures are used by many
companies, but there can be differences in how each company defines the terms, limiting their
usefulness as a comparative measure. Therefore, it is important to view these measures only
as a complement to the Group statement of cash flows.
Gross capital expenditure represents the consolidated capital expenditure of IHG inclusive of
System Fund capital investments (see page 15 for a description of System Fund capital investments
and recent examples).
Gross capital expenditure is defined as net cash from investing activities, adjusted to include
contract acquisition costs (key money). In order to demonstrate the capital outflow of the Group,
cash flows arising from any disposals or distributions from associates and joint ventures are excluded.
The measure also excludes any material investments made in acquiring businesses, including any
subsequent payments of deferred or contingent purchase consideration included within investing
activities, which represent ongoing payments for acquisitions.
Gross capital expenditure is reported as either maintenance, recyclable, or System Fund.
This disaggregation provides useful information as it enables users to distinguish between:
• System Fund capital investments which are strategic investments to drive growth at hotel level;
• recyclable investments (such as investments in associates and joint ventures), which are intended to
be recoverable in the medium term and are to drive the growth of the Group’s brands and expansion
in priority markets; and
• maintenance capital expenditure (including contract acquisition costs), which represents a
permanent cash outflow.
Management believes gross capital expenditure is a useful measure as it illustrates how the Group
continues to invest in the business to drive growth. It also allows for comparison year-on-year.
50
IHG | Annual Report and Form 20-F 2020
Strategic Report Measure
Commentary
Net capital expenditure
Free cash flow
LT KPI
Net capital expenditure provides an indicator of the capital intensity of IHG’s business model. Net capital
expenditure is derived from net cash from investing activities, adjusted to include contract acquisition
costs (net of repayments) and to exclude any material investments made in acquiring businesses,
including any subsequent payments of deferred or contingent purchase consideration included within
investing activities, which represent ongoing payments for acquisitions. Net capital expenditure includes
the inflows arising from any disposal receipts, or distributions from associates and joint ventures.
In addition, System Fund depreciation and amortisation relating to property, plant and equipment and
intangible assets, respectively, is added back, reducing the overall cash outflow. This reflects the way in
which System Funded capital investments are recharged to the System Fund, over the life of the asset
(see page 15).
Management believes net capital expenditure is a useful measure as it illustrates the net capital
investment by IHG, after taking into account capital recycling through asset disposal and the funding
of strategic investments by the System Fund. It provides investors and other stakeholders with visibility
of the cash flows which are allocated to long-term investments to drive the Group’s strategy.
Free cash flow is net cash from operating activities adjusted for: (1) the inclusion of the cash outflow
arising from the purchase of shares by employee share trusts reflecting the requirement to satisfy
incentive schemes which are linked to operating performance; (2) the inclusion of maintenance capital
expenditure (excluding contract acquisition costs); (3) the inclusion of the principal element of lease
payments; and (4) the exclusion of payments of deferred or contingent purchase consideration
included within net cash from operating activities.
In 2016, free cash flow was also adjusted for the cash receipt arising from the renegotiation
of a long-term partnership agreement.
Management believes free cash flow is a useful measure for investors and other stakeholders, as it
represents the cash available to invest back into the business to drive future growth and pay the
ordinary dividend, with any surplus being available for additional returns to shareholders.
The performance review should be read in conjunction with the Non-GAAP
reconciliations on pages 212 to 218 and the Glossary on pages 248 to 249.
IHG | Annual Report and Form 20-F 2020
51
Strategic ReportPerformance Performance continued
Group
Group results
Revenuea
Americas
EMEAA
Greater China
Central
Revenue from reportable segments
System Fund revenues
Reimbursement of costs
Total revenue
Operating profita
Americas
EMEAA
Greater China
Central
Operating profit from reportable segments
System Fund result
Operating profit before exceptional items
Operating exceptional items
Operating (loss)/profit
Net financial expenses
Fair value gains/(losses) on contingent purchase
consideration
(Loss)/profit before tax
(Loss)/earnings per ordinary share
Basic
Adjustedb
Average US dollar to sterling exchange rate
2020
$m
512
221
77
182
992
765
637
2,394
296
(50)
35
(62)
219
(102)
117
(270)
(153)
(140)
13
(280)
2019
$m
2020 vs 2019
% change
12 months ended 31 December
2018
$m
2019 vs 2018
% change
1,040
723
135
185
2,083
1,373
1,171
4,627
700
217
73
(125)
865
(49)
816
(186)
630
(115)
27
542
(50.8)
(69.4)
(43.0)
(1.6)
(52.4)
(44.3)
(45.6)
(48.3)
(57.7)
(123.0)
(52.1)
(50.4)
(74.7)
108.2
(85.7)
45.2
(124.3)
21.7
(51.9)
(151.7)
(167.9)
(89.7)
–
1,051
569
143
170
1,933
1,233
1,171
4,337
673
206
70
(117)
832
(146)
686
(104)
582
(96)
(4)
482
183.7¢
293.2¢
$1: £0.75
(1.0)
27.1
(5.6)
8.8
7.8
11.4
–
6.7
4.0
5.3
4.3
6.8
4.0
(66.4)
19.0
78.8
8.2
19.8
(775.0)
12.4
14.5
3.4
4.0
(142.9)¢
31.3¢
$1: £0.78
210.4¢
303.3¢
$1: £0.78
Highlights for the year ended
31 December 2020
Covid-19 significantly impacted IHG’s
financial performance in 2020, resulting
in large RevPAR declines in all regions,
commencing in the first quarter as
governments across the globe successively
imposed significant and wide-reaching
restrictions on mobility between and within
countries. The peak impact to the Group
was witnessed at the beginning of the
second quarter at the point where travel and
movement restrictions were in place across
much of the US and Europe, whilst domestic
travel restrictions were starting to be lifted in
China. Many hotels were temporarily closed
during the height of the first wave of the
pandemic with ~15% of IHG’s global estate
shut by the end of April. Performance
improved into the third quarter, driven by
increases in domestic travel in countries
that had lifted restrictions, including the US,
where our performance has been ahead of
the industry. As Covid-19 cases rose through
the fourth quarter, particularly in the US and
Europe, varying levels of restrictions were
reintroduced in several countries, resulting
in a slowing in the pace of RevPAR recovery.
Overall, Group comparable RevPARc
declined 25% in the first quarter, 75%
in the second quarter, 53% in the third
quarter, 53% in the fourth quarter and 53% in
the full year, all compared to the prior year.
During the year ended 31 December 2020,
total revenue decreased by $2,223m (48.3%)
to $2,394m, whilst revenue from reportable
segments decreased by $1,091m (52.4%) to
$992m, due to the significant and wide-
ranging impacts of Covid-19 on both fee
revenue and revenues from owned, leased
and managed lease hotels. Operating profit
decreased by $783m (124.3%) to a loss of
$153m and profit before tax decreased by
$822m (151.7%) to a loss of $280m, driven
predominantly by materially lower fee
revenues, significantly lower revenues in the
owned, leased and managed lease estate,
coupled with a $53m decrease the System
Fund result to a $102m deficit, a $84m net
increase in operating exceptional charges,
and an increase in expected credit losses.
These reductions in revenue and increases
in charges were partially offset by rapid and
decisive action by management to mitigate
against the scale and speed of trading
disruption through limiting discretionary
spend, reducing salaries and incentives, and
other targeted cost reductions. The $270m
operating exceptional charge was driven
principally by: $274m of impairment charges
including $48m recognised in relation to
trade deposits and loans, $53m recognised
in relation to contract assets, $48m
recognised in relation to acquired
management agreements and $90m
recognised in relation to property, plant and
equipment, substantially all relating to
owned and leased hotel assets. Additionally,
a Americas and EMEAA include revenue and operating profit before exceptional items from both fee business and owned, leased and managed lease hotels. Greater China includes
revenue and operating profit before exceptional items from fee business.
b Definitions for Non-GAAP revenue and operating profit measures can be found on pages 47 to 51. Reconciliations of these measures to the most directly comparable line items within
the Group Financial Statements can be found on pages 212 to 215.
c Comparable RevPAR includes the adverse impact of hotels temporarily closed as a result of Covid-19.
52
IHG | Annual Report and Form 20-F 2020
Strategic Report
a $52m credit was recognised in related to
the derecognition or termination of certain
leases. Detail of impairments is described in
note 6 of the Group Financial Statements
and on pages 135 to 137.
Operating profit from reportable segments
decreased by $646m (74.7%) to $219m.
Underlyinga revenue and underlyinga
operating profit decreased by $1,071m
(52.0%) and $635m (74.7%) respectively.
IHG System size increased by 0.3% to
886,036 rooms, increasing by 2.2% excluding
the impact of the exit of hotels associated
with the SVC portfolio, whilst underlying fee
revenuea decreased by 45.0%.
Fee margina decreased by 20.0 percentage
points to 34.1%, impacted by the significant
reduction in fee revenue driven by Covid-19,
partially offset by targeted cost reductions.
Basic earnings per ordinary share decreased
by (167.9)% to a loss per ordinary share of
(142.9)¢, whilst adjusteda earnings per
ordinary share decreased by 89.7% to 31.3¢.
For discussion of 2019 results, and the
changes compared to 2018, refer to the
2019 Annual Report and Form 20-F.
a Definitions for Non-GAAP revenue and operating profit
measures can be found on pages 47 to 51.
Reconciliations of these measures to the most directly
comparable line items within the Group Financial
Statements can be found on pages 212 to 215.
Accounting principles
The Group results are prepared
under International Financial Reporting
Standards (IFRS). The application of
IFRS requires management to make
judgements, estimates and
assumptions, and those considered
critical to the preparation of the Group
results are set out on pages 134 to 137 of
the Group Financial Statements.
The Group discloses certain
financial information both including
and excluding exceptional items. For
comparability of the periods presented,
some of the performance indicators in
this performance review are calculated
after eliminating these exceptional
items. An analysis of exceptional items
is included in note 6 on page 154 of the
Group Financial Statements.
Total gross revenue in IHG’s System
12 months ended 31 December
2020
$bn
2019
$bn
%
changeb
Analysed by brand
InterContinental
Kimpton
HUALUXE
Crowne Plaza
Hotel Indigo
EVEN Hotels
Holiday Inn
Holiday Inn Express
Staybridge Suites
Candlewood Suites
Other
Total
Analysed by ownership type
Fee business
Owned, leased and managed lease
Total
2.0
0.4
0.1
1.8
0.3
0.0
2.8
4.2
0.7
0.7
0.5
13.5
13.3
0.2
13.5
5.1
1.4
0.1
4.3
0.6
0.1
6.3
7.3
1.0
0.9
0.8
27.9
27.3
0.6
27.9
(60.2)
(71.2)
5.3
(57.3)
(56.9)
(66.8)
(55.0)
(42.4)
(32.8)
(22.3)
(41.1)
(51.5)
(51.1)
(70.6)
(51.5)
b Year-on-year percentage movement calculated from source figures, to provide better illustration of relative impact of
Covid-19 on brands and on fee business and owned, leased and managed lease hotels.
Total gross revenue in IHG’s System decreased by 51.5% (51.4% decrease at constant
currency) to $13.5bn, due to the significant RevPAR decline of 52.5% driven by the global
impact of Covid-19.
IHG | Annual Report and Form 20-F 2020
53
Strategic ReportPerformance Performance continued
Group continued
Group hotel and room count
At 31 December
Analysed by brand
Six Senses
Regent
InterContinental
Kimpton
HUALUXE
Crowne Plaza
Hotel Indigo
EVEN Hotels
voco
Holiday Inna
Holiday Inn Express
avid hotels
Staybridge Suites
Candlewood Suites
Otherb
Total
Analysed by ownership type
Franchised
Managed
Owned, leased and managed lease
Total
Hotels
Change
over 2019
(2)
1
(7)
7
3
(2)
7
3
6
(8)
91
17
3
(44)
(14)
61
135
(71)
(3)
61
2020
1,129
2,190
69,941
13,085
3,433
118,879
15,604
2,410
5,077
236,554
309,487
2,156
32,895
32,435
40,761
886,036
627,348
253,288
5,400
886,036
2020
16
7
205
73
12
429
125
16
18
1,276
2,966
24
303
366
128
5,964
5,005
936
23
5,964
Rooms
Change
over 2019
(319)
187
(1,040)
39
723
(1,703)
1,030
461
784
(3,340)
10,253
1,521
262
(5,897)
(488)
2,473
12,374
(8,965)
(936)
2,473
During 2020, the global IHG System
(the number of hotels and rooms which
are franchised, managed, owned, leased
or managed lease) increased by 61 hotels
(2,473 rooms) to 5,964 hotels
(886,036 rooms).
Openings of 285 hotels (39,392 rooms) was
30.7% lower than in 2019, impacted by large
periods of restriction on non-essential
activity in major markets. Openings in the
Americas included 96 hotels (8,945 rooms)
in the Holiday Inn Brand Family. 61 hotels
(11,288 rooms) were opened in EMEAA in
2020, with the Greater China region also
contributing openings of 57 hotels (11,358
rooms). 224 hotels (36,919 rooms) left the
IHG System in 2020, of which 102 hotels
(16,655 rooms) related to SVC and 13 hotels
(2,118 rooms) related to a portfolio of hotels
in Germany. This compared to 111 hotels
(18,198 rooms) that left the
IHG System in 2019.
a Includes 47 Holiday Inn Resort properties (11,446 rooms)
and 28 Holiday Inn Club Vacations properties (8,679
rooms), (2019: 46 Holiday Inn Resort properties (11,502
rooms) and 28 Holiday Inn Club Vacations properties
(8,592 rooms)).
b Includes three open hotels that will be re-branded
to voco.
Total number of hotels
5,964
Total number of rooms
886,036
54
IHG | Annual Report and Form 20-F 2020
Strategic Report Group pipeline
At 31 December
Analysed by brand
Six Senses
Regent
InterContinental
Kimpton
HUALUXE
Crowne Plaza
Hotel Indigo
EVEN Hotels
voco
Holiday Inna
Holiday Inn Express
avid hotels
Staybridge Suites
Candlewood Suites
Atwell Suites
Otherb
Total
Analysed by ownership type
Franchised
Managed
Owned, leased and managed lease
Total
Hotels
Change
over 2019
6
1
4
(1)
3
1
3
5
12
(13)
(71)
(15)
(27)
(18)
9
(2)
2020
31
6
69
32
25
89
104
31
29
262
683
192
155
73
19
15
2020
2,239
1,535
17,774
6,265
6,907
24,228
15,704
5,046
8,179
51,163
87,152
17,526
17,490
6,369
1,849
2,631
Rooms
Change
over 2019
469
591
756
62
727
(278)
556
704
1,959
(1,746)
(8,722)
(1,542)
(3,244)
(1,817)
849
(310)
1,815
(103)
272,057
(10,986)
1,310
504
1
1,815
(101)
(2)
–
(103)
159,068
112,834
155
272,057
(7,573)
(3,413)
–
(10,986)
At the end of 2020, the global pipeline
totalled 1,815 hotels (272,057 rooms),
a decrease of 103 hotels (10,986 rooms)
on 31 December 2019. The IHG pipeline
represents hotels where a contract has been
signed and the appropriate fees paid.
Group signings decreased from 623 hotels
in 2019 to 360 hotels and rooms decreased
from 97,754 rooms to 56,146 rooms, as
movement restrictions, enforced hotel
closures and the shock to the global
economy caused by Covid-19 reduced the
pace of signings across the hospitality
industry. Signings in 2020 included 180
hotels (26,600 rooms) signed for the Holiday
Inn Brand Family, over half of which were
contributed by Greater China (94 hotels,
16,692 rooms). Conversions represented
25.2% of Group signings in 2020.
Active management of the pipeline to
remove deals that have become dormant or
no longer viable reduced the pipeline by
178 hotels (27,740 rooms), compared to
153 hotels (20,439 rooms) in 2019.
a Includes 34 Holiday Inn Resort properties (7,251 rooms)
and zero Holiday Inn Club Vacations properties (zero
rooms), (2019: 29 Holiday Inn Resort properties (6,335
rooms) and one Holiday Inn Club Vacations properties
(110 rooms)).
b Includes one hotel to be branded as a voco.
Total number of hotels in the pipeline
1,815
Total number of rooms in the pipeline
272,057
IHG | Annual Report and Form 20-F 2020
55
Strategic ReportPerformance Performance continued
Regional review
The performance, plans and priorities of each of our regions have been impacted to a different extent by
Covid-19, in terms of both the length and severity of disruption.
IHG’s response was shaped by our purpose of True Hospitality for Good, with each region implementing the IHG Clean Promise and
developing policies, operating procedures, brand standards and training programmes to protect the health and safety of guests and
colleagues. In each region, plans were developed to support owners to reduce costs and protect cash flow by relaxing brand standards,
temporarily reducing fees and helping owners meet the challenge of closing and reopening hotels safely. At the same time, each region
developed commercial and operational plans to support their recovery to benefit all stakeholders. These measures continue into 2021
regional priorities, with a focus on customer centricity, maximising owner returns by making sustainable savings in hotel operating costs
and driving improved guest satisfaction through quality improvements. The information set out below describes each region’s delivery
against our strategic priorities and measures taken to respond to Covid-19, the following pages describe each region’s 2020 performance.
2020 review
Americas
• Ensured hotels were delivering on Covid-19 health and safety measures and the IHG Clean Promise by
developing a virtual process to monitor compliance to our new standards; audited over 4,000 hotels in the
region in a few short months.
• Worked with the highest levels of the US government to advocate for small business funding and assisted our
owners with resources to apply for federal funds.
• Assisted communities by partnering with #FirstRespondersFirst and donated 50 million IHG Rewards points
to provide free accommodation at hotels across the United States for frontline Covid-19 first responders.
• Captured domestic travel demand and achieved strong share gains across our brands in the midscale
segments, which demonstrated resilience during the crisis.
• Strengthened the overall portfolio with 137 new signings and 167 openings driven by Holiday Inn Express, avid
hotels, and our Suites brands.
• Achieved several brand milestones with the opening of the first voco in the Americas (New York City), first avid in
Mexico, and first Kimpton in Mexico.
EMEAA
• Supported hotel owners and colleagues throughout Covid-19, focusing on the health and safety of our hotel
colleagues and providing cost management solutions for our owners.
• EMEAA’s operating model continued to unlock high-value growth opportunities, opening 61 hotels and signing
82. Highlights included the expansion of Kimpton to eight open hotels, voco to 16 and Hotel Indigo to 46, as well
as eight InterContinental signings. The total EMEAA estate reached 1,149 hotels with 389 in the pipeline.
• Continued focus on delivering operations efficiency for our owners, simplifying brand standards, reducing
procurement costs, and continuously strengthening our approach to commercial and operational hotel support.
• Built great momentum behind critical guest experience initiatives, with a focus on quality, service and
cleanliness (IHG Way of Clean programme), resulting in increased Guest Love scores across EMEAA.
• Engaged and supported employees through a wide range of pan-regional initiatives focused on mental and
physical wellbeing; continued to develop and prioritise our diversity and inclusion agenda.
Greater China
• Responding to the outbreak of Covid-19, we successfully implemented the IHG Clean Promise measured
through improvements in guest satisfaction scores, and developed data driven commercial and operational
plans to drive business recovery.
• Achieved brand milestones with opening of our 100th franchise hotel, 200th Holiday Inn Express, 100th Crowne
Plaza, 50th InterContinental and launch of EVEN and voco brands.
• Strengthened market presence of IHG brand portfolio in Greater China, with 141 signings and 57 openings,
including many iconic properties in key markets such as the Regent Shanghai Pudong, InterContinental
Chongqing Raffles City, voco Hangzhou Binjiang Minghao and Hualuxe Shanghai Twelve at Hengshan.
• Launched mobile booking and payment solutions, a corporate travel portal and an industry first tri-party
credit card.
• Developed and implemented a Franchise Performance Support platform that delivers owner and hotel solutions,
focused on driving operating performance with revenue tools and support.
• Received the Magnolia Award in recognition of IHG’s contribution to Shanghai’s development and
international cooperation.
56
IHG | Annual Report and Form 20-F 2020
Strategic Report Staybridge, Washington DC, US
Hotel Indigo, Bath, UK
Holiday Inn Express, Macau City
Centre, Macau SAR
2021 priorities
Americas
• Continue to lead our hotels through recovery to capture share from industries that are seeing increased demand
including construction, engineering, technology, communications, education and medical services.
• Build on the momentum of our most recent brand launches and targeted transformations:
– continue the growth of avid hotels, Atwell Suites and EVEN Hotels;
– expand voco to capture the opportunity of increased hotel conversions in the coming years;
– sustain focus on quality and consistency of estate, including established brands Holiday Inn and Crowne
Plaza; and
– expand our luxury and lifestyle footprint and open our first Six Senses in the region.
• Maximise owner returns by identifying opportunities for efficiencies in hotel construction and operations.
• Expand contactless check-in and check-out, and explore additional technology solutions to improve the guest
experience.
• Strengthen our focus on diversity and inclusion by increasing representation of ethnically diverse employees,
rolling out mandatory unconscious bias training, and enhancing our partnerships in the community.
EMEAA
• Continue to support our owners, guests and colleagues through Covid-19 recovery, focused on driving
domestic demand, generating best-in-class returns for our owners and developing capabilities within our teams.
• Execute and deliver the EMEAA growth strategy, expanding our market-leading, loved and trusted brands with a
continued focus on quality and guest satisfaction.
• Continue to maximise owner returns on investment across EMEAA by focusing on labour efficiency, energy,
procurement, technology and brand standards.
• Deliver value throughout the region with the execution of an innovative digital strategy which utilises the data,
insights, technology and platforms required to make us attractive to guests and drive performance for owners.
• Refresh our talent management process to ensure we attract the best talent into critical roles throughout
EMEAA, whilst ensuring our region is more diverse, inclusive and supportive for everyone.
• Extend leadership pipeline to support growth and our future state operating model, including strengthening at
the hotel level (General Manager and hotel Senior Leadership teams).
Greater China
• Deploy and deliver the Greater China Covid-19 recovery plan, focusing on providing a safe and clean
environment for our guests and communities and generating best-in-class returns for our owners.
• Continue to execute the growth strategy across midscale segments and penetrate fast growing cities and
leisure destinations in South and East China.
• Deliver the Greater China digital strategy, focused on mobile digital solutions across the end-to-end guest journey.
• Scale our franchise model, strengthen owner and hotel support that delivers customised brand learning and
certification programmes, revenue dashboards and insights, and proactive deployment support.
• Adapt our owner offer across the hotel lifecycle in response to changing market dynamics and owner needs.
• Continue to strengthen IHG Rewards programme through strategic partner alliances and market relevant
membership benefits that drive loyalty contribution.
• Continue our talent development momentum to support growth.
IHG | Annual Report and Form 20-F 2020
57
Strategic ReportPerformance Performance continued
Americas
“ During the most challenging time in our industry’s history we are
focused on the health and safety of our guests and colleagues,
and supporting our owners. We’ve continued to see confidence
in our established brands and maintained the momentum of our
newest brands, avid® hotels and Atwell Suites™, as well as
introducing the voco™ brand to the Americas.”
Elie Maalouf
Chief Executive Officer, Americas
IHG’s regional performance in 2020
IHG’s comparable RevPAR in the Americas
declined by 48.5%, driven by a 26.5ppt
decline in occupancy coupled with a 16.2%
decline in average daily rate. The region is
predominantly represented by the US,
where comparable RevPAR declined by
46.9%, a lower rate of decline than the
industry. In the US, we are most
represented by our upper midscale brands
Holiday Inn and Holiday Inn Express. US
RevPAR for the Holiday Inn Express brand
declined by 40.3%, whilst the Holiday Inn
brand declined by 50.0%.
Canada RevPAR declined by 62.2%, whilst
Mexico RevPAR declined by 57.2%, led by
occupancy declines.
Industry performance in 2020
Industry RevPAR in the Americas declined
by 51.5%, driven by a 25.3 percentage point
(ppt) decline in occupancy coupled with
a 20.6% decline in average daily rate.
Occupancy was impacted to an
unprecedented extent by Covid-19, falling
to a record low in April, as most international
travel halted, and countries introduced
varying levels of domestic restrictions. Room
demand fell by 38.1%, whilst supply growth
slowed to 1.3% as some projects were
delayed or cancelled.
US lodging industry room demand
declined by 35.7% in 2020, whilst supply
growth slowed to 1.4%, the lowest in four
years. US industry RevPAR declined by
50.1% in 2020, driven by a 24.1ppt decline in
occupancy coupled with a 21.3% decline in
average daily rate. The impact of Covid-19
was felt most strongly in the luxury and
upper upscale segments, which declined
67.2% and 67.5% respectively, due to a
greater distribution in urban markets and
a greater reliance on corporate and group
business. The US upper midscale chain
scale, where the Holiday Inn and Holiday
Inn Express brands operate, was more
resilient to the impact of Covid-19,
declining by 43.8%.
In Canada, industry RevPAR declined by
62.6%, driven by a 33.8ppt occupancy
decline, and a 21.5% decline in average daily
rate. In Mexico, RevPAR declined by 57.1%,
led by a 33.6ppt occupancy decline and
a 4.6% decline in average daily rate.
Holiday Inn Cheshire –
Southington, US
Americas revenue 2020 ($512m)
52%
Americas number of rooms (514,012)
58%
Comparable RevPAR movement
on previous year
(12 months ended 31 December 2020)
Fee business
InterContinental
Kimpton
Crowne Plaza
Hotel Indigo
EVEN Hotels
Holiday Inn
Holiday Inn Express
Staybridge Suites
Candlewood Suites
All brands
Owned, leased and managed lease
EVEN Hotels
Holiday Inn
All brands
(71.0%)
(69.7%)
(65.1%)
(57.0%)
(74.2%)
(52.0%)
(41.6%)
(36.0%)
(23.0%)
(48.5%)
(62.0%)
(62.2%)
(62.1%)
58
IHG | Annual Report and Form 20-F 2020
Strategic Report Americas results
Revenue from the reportable segmenta
Fee business
Owned, leased and managed lease
Total
Operating profit from the reportable segmenta
Fee business
Owned, leased and managed lease
Operating exceptional items
Operating profit
2020
$m
2019
$m
12 months ended 31 December
2020 vs
2019
% change
2018
$m
2019 vs
2018
% change
457
55
512
323
(27)
296
(118)
178
853
187
1,040
663
37
700
(62)
638
(46.4)
(70.6)
(50.8)
(51.3)
(173.0)
(57.7)
90.3
(72.1)
853
198
1,051
638
35
673
(36)
637
–
(5.6)
(1.0)
3.9
5.7
4.0
72.2
0.2
Review of the year ended
31 December 2020
With 4,298 hotels (514,012 rooms),
the Americas represents 58% of the Group’s
room count. The key profit-generating region
is the US, although the Group is also
represented in Latin America, Canada,
Mexico and the Caribbean. 92% of rooms in
the region are operated under the franchise
business model, primarily under our brands
in the midscale segments (including the
Holiday Inn Brand Family). In the upscale
market segment, Crowne Plaza is
predominantly franchised whereas, in the
luxury market segment, InterContinental-
branded hotels are operated under both
franchise and management agreements,
whilst Kimpton is predominantly managed.
12 of the Group’s 16 hotel brands are
represented in the Americas.
Following solid trading in the first two
months of 2020, Covid-19 rapidly impacted
the Americas region from March leading to
sharp declines in RevPAR across the region.
Occupancy levels dropped to historic lows in
April, as physical distancing and travel
restrictions came into effect across the
region, with ~10% of hotels closed in the US
by the end of April. In the US, occupancyb
was ~20% at the lowest point.
As the second quarter progressed and
restrictions began to be lifted, the
beginnings of a recovery were seen in both
RevPAR and occupancy. By the end of June
the majority of hotels had reopened with just
~3% of US hotels closed and occupancyb
in the US of ~42%. The initial recovery
continued into the third quarter, led by the
US franchised estate, which benefits from a
weighting towards hotels in the midscale
segments. Those hotels derive the majority
of their business from domestic demand
and have a lower reliance on large group
business and higher distribution in non-
urban markets. The recovery continued into
the fourth quarter at a slower pace, as a
resurgence in Covid-19 cases led to the
reinstatement of restrictions in a number of
locations across the US. By the end of the
year only ~1% of hotels were closed in the US.
Comparable RevPARb in the Americas
declined 19% in the first quarter of 2020,
71% in the second quarter, 50% in the third
quarter and 50% in the fourth quarter, with a
decline of 49% for the full year.
Revenue from the reportable segmenta
decreased by $528m (50.8%) to $512m,
driven by the impacts of Covid-19. Operating
profit decreased by $460m (72.1%) to
$178m, driven by the reduction in revenue,
and a $56m net increase in operating
exceptional charges, partially offset by cost
saving measures. Operating profit from the
reportable segmenta decreased by $404m
(57.7%) to $296m. On an underlyingc basis,
revenue decreased by $523m (50.5%), whilst
underlyingc operating profit decreased
by $400m (57.5%).
Revenue and operating profit from the
reportable segmenta are further analysed
by fee business and owned, leased and
managed lease hotels.
Fee business revenuec decreased by
$396m (46.4%) to $457m, driven by the
significant impact of Covid-19 from March
onwards on RevPAR and consequently fee
revenues, including an $8m reduction in
recognition of incentive management fees,
and was also partly impacted by adverse
foreign exchanged ($5m). Fee business
operating profitc decreased by $340m
(51.3%) to $323m, due to reductions in
fee revenue and an increase in expected
credit losses, partially offset by cost
savings commencing in the second quarter.
Fee business operating profitc also benefited
from a $4m favourable litigation settlement
relating to one hotel, and the recognition
of an $8m payroll tax credit, and was also
partly impacted by adverse foreign
exchanged ($4m).
Owned, leased and managed lease revenuec
decreased by $132m (70.6%) to $55m, as the
majority of hotels were closed during much
of the second quarter, whilst owned, leased
and managed lease operating profitc
decreased by $64m (173.0%) to a loss of
$27m, driven by the impact of lower
occupancy and closures, partially offset by
the implementation of cost savings and the
benefit of $4m business interruption
insurance at one hotel. There was no
material impact of foreign exchanged
on either revenue or operating profit.
For discussion of 2019 results, and the
changes compared to 2018, refer to the
2019 Annual Report and Form 20-F.
a Americas reportable segment includes revenue and
operating profit before exceptional items, excluding
System Fund revenues and expenses and
reimbursement of costs, for both fee business and
owned, leased and managed lease hotels.
b Comparable RevPAR and occupancy include the
adverse impact of hotels temporarily closed as a result
of Covid-19.
c Definitions for Non-GAAP revenue and operating profit
measures can be found on pages 47 to 51.
Reconciliations of these measures to the most directly
comparable line items within the Group Financial
Statements can be found on pages 212 to 215.
d The impact of movements between the previous year’s
average exchange rates and actual average exchange
rates in 2020.
IHG | Annual Report and Form 20-F 2020
59
Strategic ReportPerformance
Performance continued
Americas continued
Americas hotel and room count
At 31 December
Analysed by brand
InterContinental
Kimpton
Crowne Plaza
Hotel Indigo
EVEN Hotels
voco
Holiday Inna
Holiday Inn Express
avid hotels
Staybridge Suites
Candlewood Suites
Otherb
Total
Analysed by ownership type
Franchised
Managed
Owned, leased and
managed lease
Total
Hotels
Change
over 2019
(5)
3
(13)
3
2
1
(17)
57
17
2
(44)
(15)
(9)
97
(105)
(1)
(9)
2020
16,789
11,097
35,405
8,793
2,239
49
130,942
220,342
2,156
30,057
32,435
23,708
514,012
471,802
40,391
1,819
514,012
2020
46
64
136
67
15
1
766
2,425
24
285
366
103
4,298
4,105
187
6
4,298
Total number of hotels
Rooms
Change
over 2019
4,298
(1,107)
(900)
(4,470)
526
290
49
(4,344)
5,349
1,521
(187)
(5,897)
(1,465)
(10,635)
6,537
(16,769)
(403)
(10,635)
Total number of rooms
514,012
Americas System size decreased by
nine hotels (10,635 rooms) to 4,298 hotels
(514,012 rooms) during 2020. 167 hotels
(16,476 rooms) opened in the year,
compared to 233 hotels (26,121 rooms)
in 2019, as Covid-19 resulted in periods
of restriction on activities that temporarily
slowed the pace of construction in some
locations. Openings included 96 hotels
(8,945 rooms) in the Holiday Inn Brand
Family, representing 57.5% of the region’s
hotel openings.
176 hotels (27,381 rooms) were removed
from the Americas System in 2020, of which
102 hotels (16,655 rooms) related to SVC,
driving the increase compared to 2019,
when 87 hotels (11,603 rooms) were removed.
a Includes 22 Holiday Inn Resort properties (6,003 rooms) and 28 Holiday Inn Club Vacations properties (8,679 rooms),
(2019: 22 Holiday Inn Resort properties (6,003 rooms) and 28 Holiday Inn Club Vacations properties (8,592 rooms)).
b Includes one open hotel that will be re-branded to voco.
Americas pipeline
At 31 December
Analysed by brand
Six Senses
InterContinental
Kimpton
Crowne Plaza
Hotel Indigo
EVEN Hotels
Holiday Innc
Holiday Inn Express
avid hotels
Staybridge Suites
Candlewood Suites
Atwell Suites
Other
Total
Analysed by ownership type
Franchised
Managed
Total
2020
7
7
20
6
31
16
80
386
191
135
73
19
13
986
944
42
986
Hotels
Change
over 2019
2
–
(1)
1
(6)
1
(18)
(62)
(15)
(27)
(18)
9
(3)
2020
519
1,724
3,483
1,250
4,155
1,975
10,446
37,355
17,311
14,061
6,369
1,849
1,986
(135)
102,757
(14,105)
(133)
(2)
(135)
96,528
6,229
102,757
(13,458)
(647)
(14,105)
Total number of hotels in the pipeline
Rooms
Change
over 2019
986
97
175
24
157
(1,017)
109
(2,060)
(5,748)
(1,542)
(2,813)
(1,817)
849
(793)
Total number of rooms in the pipeline
102,757
At 31 December 2020, the Americas
pipeline totalled 986 hotels (102,757 rooms),
representing a decrease of 135 hotels
(14,105 rooms) over the prior year. Signings
of 137 hotels (14,039 rooms) were behind
last year by 168 hotels (18,917 rooms), as
the economic uncertainty and restrictions
on movement due to Covid-19 temporarily
impacted investment into the broader
hospitality industry. The majority of 2020
signings were within our midscale and upper
midscale brands including the Holiday Inn
Brand Family (60 hotels, 6,229 rooms),
our Suites brands, Staybridge Suites,
Candlewood Suites and Atwell Suites,
(31 hotels, 2,777 rooms) and avid hotels
(19 hotels, 1,651 rooms), which continues
to make good progress towards becoming
IHG’s next brand of scale.
105 hotels (11,398 rooms) were removed
from the pipeline in 2020 compared to 107
hotels (10,255 rooms) in 2019.
c Includes three Holiday Inn Resort properties (490 rooms) and zero Holiday Inn Club Vacations properties (zero rooms),
(2019: three Holiday Inn Resort properties (490 rooms) and one Holiday Inn Club Vacations property (110 rooms)).
60
IHG | Annual Report and Form 20-F 2020
Strategic Report
EMEAA
“ In EMEAA, the impact of Covid-19 was profound. With domestic
restrictions and international borders closed, we focused on what
we could control – growing our estate and strengthening brands,
protecting our guests and colleagues, supporting owners, and
positioning IHG® Hotels & Resorts in the best way possible.”
Kenneth Macpherson
Chief Executive Officer, EMEAA
EMEAA revenue 2020 ($221m)
22%
EMEAA number of rooms (227,849)
26%
Comparable RevPAR movement
on previous year
(12 months ended 31 December 2020)
Fee business
InterContinental
Crowne Plaza
Hotel Indigo
Holiday Inn
Holiday Inn Express
Staybridge Suites
All brands
Owned, leased and managed lease
InterContinental
All brands
(64.8%)
(64.5%)
(73.7%)
(64.3%)
(64.5%)
(46.6%)
(64.6%)
(66.7%)
(74.2%)
Industry performance in 2020
Industry RevPAR in EMEAA declined by
64.8%, as Covid-19 drove a 41.1ppt decline in
occupancy coupled with a 16.4% decline in
average daily rate. Many major conferences
and events were cancelled or postponed,
including the UEFA Euro 2020 football
tournament, set to be held in destinations
across Europe, and the 2020 Tokyo Olympic
Games. Domestic leisure travel became the
main driver of demand in periods where
restrictions were lifted. In Europe occupancy
declined by 45.0ppts and average daily rate
declined by 16.6%, resulting in a RevPAR
decline of 69.0% as the majority of countries
introduced tough restrictions on international
and domestic travel from March, lasting
several months in many instances. UK
industry RevPAR declined 68.6%, driven by
a 46.2ppt decline in occupancy coupled
with a 21.5% decline in average daily rate.
UK room demand was down 59.8%, as much
of the year was impacted by national or local
tiered movement restrictions and quarantine
restrictions on inbound travellers. UK supply
growth slowed to 0.6%, the lowest in six
years. In Germany, industry RevPAR declined
64.4%, driven by a 42.8ppt decline in
occupancy coupled with a 11.0% decline
in average daily rate. France saw RevPAR
decline by 68.4%.
RevPAR declined 49.7% in the Middle East,
driven by a 25.9ppt decline in occupancy
coupled with a 16.8% decline in average
daily rate, as restrictions had a heavy impact
on inbound travel. India saw RevPAR
decline 63.0%.
Elsewhere in EMEAA, all major markets saw
RevPAR declines in 2020 due to the Covid-19
pandemic, including Japan (61.6%), Australia
(49.6%), and Thailand (70.3%), driven by
large declines in occupancy.
IHG’s regional performance in 2020
EMEAA RevPAR declined 64.8%, driven
by a 41.9ppt decline in occupancy coupled
with a 18.4% decline in average daily rate.
In the UK, where IHG has the largest
regional presence, RevPAR declined by
65.2%, led by a decline in London of 74.1%,
as inbound international travel was limited
for much of the year. Germany saw a
RevPAR decline of 70.5% as occupancy
declined 47.2ppts whilst average daily rate
declined 13.3%. France declined by 70.7%.
RevPAR in the Middle East declined 53.4%,
due to the impact of Covid-19. India RevPAR
declined by 59.3% driven by occupancy.
Japan RevPAR declined by 62.0%, Australia
RevPAR declined by 55.5%, and Thailand
RevPAR declined by 70.2%, all due to
occupancy declines following Covid-19
travel restrictions.
Kimpton Shinjuku, Tokyo
IHG | Annual Report and Form 20-F 2020
61
Strategic ReportPerformance Performance continued
EMEAA
EMEAA results
Revenue from the reportable segmenta
Fee business
Owned, leased and managed lease
Total
Operating (loss)/profit from the reportable segmenta
Fee business
Owned, leased and managed lease
Operating exceptional items
Operating (loss)/profit
12 months ended 31 December
2019
$m
337
386
723
202
15
217
(109)
108
2020 vs
2019
% change
(68.2)
(70.5)
(69.4)
(108.9)
(313.3)
(123.0)
17.4
(264.8)
2018
$m
320
249
569
202
4
206
(12)
194
2019 vs
2018
% change
5.3
55.0
27.1
–
275.0
5.3
808.3
(44.3)
2020
$m
107
114
221
(18)
(32)
(50)
(128)
(178)
Review of the year ended
31 December 2020
Comprising 1,149 hotels (227,849 rooms) at
the end of 2020, EMEAA represented 26%
of the Group’s room count. Revenues are
primarily generated from hotels in the UK
and gateway cities in continental Europe, the
Middle East and Asia. The largest proportion
of rooms in the UK and continental Europe
are operated under the franchise business
model, primarily under our upper midscale
brands (Holiday Inn and Holiday Inn Express).
Similarly, in the upscale market segment,
Crowne Plaza is predominantly franchised,
whereas, in the luxury market segment, the
majority of InterContinental-branded hotels
are operated under management
agreements. The majority of hotels in
markets outside of Europe are operated
under the managed business model.
Covid-19 impacted EMEAA from the second
half of February onwards as government-
mandated international and domestic travel
restrictions progressed across the region,
resulting in a significant drop in RevPAR in
the first quarter and culminating in ~50% of
IHG’s hotels in the region being closed by
April, with occupancyb dropping to ~11% in
the month. Restrictions remained in place
through much of the second quarter,
severely impacting travel, particularly in
Europe. The rate of RevPAR decline improved
in the third quarter as government-mandated
closures and travel restrictions were partially
eased, with demand largely leisure-related.
Demand began to weaken again in
September and the fourth quarter was
further impacted by the reinstatement of
restrictions in many countries following a
second wave of Covid-19 cases building
through the autumn. By the end of the year
~80% of hotels were open across EMEAA.
Comparable RevPARb declined 26% in the
first quarter, 88% in the second quarter,
70% in the third quarter and 71% in the
fourth quarter, with a decline of 65%
for the full year.
Revenue from the reportable segmenta
decreased by $502m (69.4%) to $221m as
the impact of Covid-19 resulted in a
significant reduction in fees as well as
temporary closure of many owned, leased
and managed lease hotels. Operating profit
decreased by $286m (264.8%) to an
operating loss of $178m, driven by the
reduction in revenue and a $19m net
increase in operating exceptional charges,
partially offset by planned cost saving
measures. Operating profit from the
reportable segmenta decreased by $267m
(123.0%) to a loss of $50m. On an
underlyingc basis, revenue decreased
by $486m (69.0%) and underlyingc
operating profit decreased by $260m
(126.2%) to a loss of $54m.
Revenue and operating profit from the
reportable segmenta are further analysed
by fee business and owned, leased and
managed lease hotels.
Fee business revenuec decreased by $230m
(68.2%) to $107m, driven by the significant
impact of Covid-19 on RevPAR and
consequently fee revenues, including a
$76m reduction in recognition of incentive
management fees. There was no material
impact of foreign exchanged. Fee business
operating profitc decreased by $220m
(108.9%) to an operating loss of $18m, driven
by lower fee revenue and an increase in
expected credit losses, partially offset by
cost savings commencing in the second
quarter, and partly benefiting from the
impact of foreign exchanged ($1m).
Owned, leased and managed lease revenuec
decreased by $272m (70.5%) to $114m
(foreign exchanged benefit $4m), as
occupancy dropped rapidly through March
and the majority of hotels were closed for a
large proportion of the year. Owned, leased
and managed lease operating profitc
reduced by $47m (313.3%) to an operating
loss of $32m, (foreign exchanged benefit
$1m), driven by the impact of lower
occupancy and closures, partially offset
by the implementation of cost reduction
measures undertaken across the estate,
together with rent reductions received; there
was also the benefit of a $3m gain from the
sale of the lease on the Holiday Inn
Melbourne Airport.
For discussion of 2019 results, and the
changes compared to 2018, refer to the
2019 Annual Report and Form 20-F.
a EMEAA reportable segment includes revenue and
operating profit before exceptional items, excluding
System Fund revenues and expenses and
reimbursement of costs, for both fee business and
owned, leased and managed lease hotels.
b Comparable RevPAR and occupancy include the adverse
impact of hotels temporarily closed as a result of
Covid-19.
c Definitions for Non-GAAP revenue and operating profit
measures can be found on pages 47 to 51.
Reconciliations of these measures to the most directly
comparable line items within the Group Financial
Statements can be found on pages 212 to 215.
d The impact of movements between the previous year’s
actual exchange rates and average rates in 2020.
62
IHG | Annual Report and Form 20-F 2020
Strategic Report EMEAA continued
EMEAA hotel and room count
At 31 December
Analysed by brand
Six Senses
Regent
InterContinental
Kimpton
Crowne Plaza
Hotel Indigo
voco
Holiday Inna
Holiday Inn Express
Staybridge Suites
Otherb
Total
Analysed by ownership type
Franchised
Managed
Owned, leased and
managed lease
Total
Hotels
Change
over 2019
(2)
–
(5)
4
2
5
4
7
5
1
2
2020
15
3
108
8
188
46
16
401
329
18
17
2020
1,007
771
32,474
1,859
46,524
5,066
4,880
74,984
47,356
2,838
10,090
1,149
23
227,849
774
358
17
1,149
1
24
(2)
23
125,720
98,548
3,581
227,849
Rooms
Change
over 2019
Total number of hotels
1,149
(319)
Total number of rooms
227,849
During 2020, EMEAA System size increased
by 23 hotels (4,479 rooms) to 1,149 hotels
(227,849 rooms). 61 hotels (11,288 rooms)
opened in EMEAA in 2020, compared to 90
hotels (15,335 rooms) in 2019, as Covid-19
resulted in periods of restriction on activities
that temporarily slowed the pace of
construction in some locations.
38 hotels (6,809 rooms) left the EMEAA
System in the period, including 13 hotels
(2,118 rooms) related to a portfolio of hotels
in Germany, driving the increase compared
to 2019, when 15 hotels (3,064 rooms) left
the EMEAA System.
–
(1,041)
939
113
627
587
1,552
902
449
670
4,479
(735)
5,747
(533)
4,479
a Includes 17 Holiday Inn Resort properties (3,330 rooms), (2019: 17 Holiday Inn Resort properties (3,604 rooms)).
b Includes two open hotels that will be re-branded to voco.
EMEAA pipeline
At 31 December
Analysed by brand
Six Senses
Regent
InterContinental
Kimpton
Crowne Plaza
Hotel Indigo
voco
Holiday Inna
Holiday Inn Express
avid hotels
Staybridge Suites
Other
Total
Analysed by ownership type
Franchised
Managed
Owned, leased and
managed lease
Total
Hotels
Change
over 2019
4
1
2
(1)
–
1
9
(11)
(20)
–
–
–
(15)
(10)
(5)
–
(15)
2020
21
5
33
6
35
41
26
108
92
1
20
1
389
155
233
1
389
2020
1,551
1,255
7,485
1,128
9,101
6,047
7,774
22,554
15,233
215
3,429
348
76,120
25,652
50,313
155
76,120
Total number of hotels in the pipeline
Rooms
Change
over 2019
389
Total number of rooms in the pipeline
76,120
The EMEAA pipeline totalled 389 hotels
(76,120 rooms) at 31 December 2020,
representing a decrease of 15 hotels (4,986
rooms) over 31 December 2019. Signings of
82 hotels (13,903 rooms) were behind last
year by 78 hotels (15,222 rooms), as the
economic uncertainty and restrictions on
movement generated by Covid-19
temporarily impacted investment into the
broader hospitality industry.
36 hotels (7,601 rooms) were removed from
the pipeline in 2020, compared to 28 hotels
(5,427 rooms) in the previous year.
372
591
(22)
(119)
(314)
395
1,554
(3,382)
(3,816)
–
(431)
186
(4,986)
(1,679)
(3,307)
–
(4,986)
a Includes 18 Holiday Inn Resort properties (3,553 rooms), (2019: 18 Holiday Inn Resort properties (3,662 rooms)).
IHG | Annual Report and Form 20-F 2020
63
Strategic ReportPerformance Performance continued
Greater China
“ With the outbreak of Covid-19, the increased health and safety
of our guests and colleagues was made a top priority, alongside
supporting our hotels, owners and communities. As China
contained the pandemic, we deployed a business recovery
strategy to drive revenue through to profit, and focused on
continued growth through new hotel openings and signings.”
Jolyon Bulley
Chief Executive Officer, Greater China
IHG’s regional performance in 2020
IHG’s regional comparable RevPAR in
Greater China decreased by 40.5% in
2020, driven by a 19.2ppt decline in
occupancy and a 13.3% decline in
average daily rate.
In Mainland China IHG outperformed the
industry, with RevPAR decreasing 36.7%,
due to the significant impact of Covid-19.
RevPAR in Hong Kong SAR declined
78.4%, impacted by political uncertainty
and Covid-19 restrictions, whilst RevPAR
in Macau SAR declined by 76.0%.
Greater China revenue 2020 ($77m)
8%
Greater China number of rooms (144,175)
16%
Industry performance in 2020
Industry RevPAR in Greater China declined
sharply by 43.1% as Covid-19 impacted from
early in the year resulting in declines in
occupancy and average daily rate. Supply
growth reduced marginally compared with
2019 but significantly weaker demand
growth due to travel restrictions resulted
in a 19.7ppt decline in occupancy, whilst
average daily rate declined by 19.1% as
international inbound travel and corporate
business were particularly hard hit. Tier 1
cities’ RevPAR declined 47.2% led by
declines in both occupancy and average
daily rate. Tiers 2, 3 and 4 also saw RevPAR
declines, with Tier 2 seeing the largest
decline and Tier 4 the smallest. Occupancy
in Mainland China was dampened by the
impact of Covid-19, whilst Hong Kong
SAR was similarly impacted, coupled with
ongoing political uncertainty resulting in
RevPAR declining 71.6%. Macau SAR RevPAR
also declined significantly due to limitations
in travel from the mainland, resulting in large
occupancy declines.
Comparable RevPAR movement
on previous year
(12 months ended 31 December 2020)
Fee business
InterContinental
HUALUXE
Crowne Plaza
Hotel Indigo
Holiday Inn
Holiday Inn Express
All brands
(36.8%)
(20.4%)
(38.4%)
(44.0%)
(46.9%)
(40.6%)
(40.5%)
Crowne Plaza
Yading, China
64
IHG | Annual Report and Form 20-F 2020
Strategic Report Greater China results
Revenue from the reportable segmenta
Fee business
Total
Operating profit from the reportable segmenta
Fee business
Operating exceptional items
Operating profit
Review of the year ended
31 December 2020
Comprising 517 hotels (144,175 rooms)
at 31 December 2020, Greater China
represented approximately 16% of the
Group’s room count. The majority of
rooms in Greater China operate under
the managed business model.
Covid-19 impacted Greater China earliest of
IHG’s three regions as government measures
were introduced rapidly from the end of
January to contain the spread of the virus.
At the lockdown period trough, 40% of the
region’s hotels were temporarily closed.
Occupancyb dropped to single digits and
comparable RevPARb declined by 89% in
February, the month most impacted by
Covid-19. Domestic travel restrictions started
to ease through the second quarter and
travel slowly started to recover. The recovery
continued through the summer and into the
third quarter, boosted by domestic leisure
demand, with some resort destinations
seeing absolute year-on-year growth in
RevPAR, despite continued overall decline
across the region. The recovery in RevPAR
continued into the fourth quarter but at a
slower pace and less than 1% of hotels
remained closed by the end of December.
Hong Kong SAR was impacted by
uncertainty posed by political disputes
throughout 2020, as well as by Covid-19.
Comparable RevPARb declined by 65% in the
first quarter, 59% in the second quarter, 23%
in the third quarter and 18% in the fourth
quarter, with a decline of 41% for the full year.
2020
$m
2019
$m
12 months ended 31 December
2020 vs
2019
% change
2018
$m
2019 vs
2018
% change
77
77
35
(5)
30
135
135
73
–
73
(43.0)
(43.0)
(52.1)
–
(58.9)
143
143
70
(1)
69
(5.6)
(5.6)
4.3
–
5.8
Revenue from the reportable segmenta
decreased by $58m (43.0%) to $77m, driven
by the impact of Covid-19 on fee revenues,
partially offset by 6.4% net rooms growth.
Operating profit decreased by $43m (58.9%)
to $30m as revenue reductions, including a
$32m reduction in recognition of incentive
management fees, and a $5m net increase in
operating exceptional charges were partially
offset by cost savings. Operating profit from
the reportable segmenta decreased by $38m
(52.1%) to $35m. Underlyingc revenue
decreased by $60m (43.8%) to $77m and
underlyingc operating profit decreased by
$38m (52.1%) to $35m.
For discussion of 2019 results, and the
changes compared to 2018, refer to the
2019 Annual Report and Form 20-F.
a Greater China reportable segment includes revenue and
operating profit before exceptional items, excluding
System Fund revenues and expenses and
reimbursement of costs, for the fee business.
b Comparable RevPAR and occupancy include the adverse
impact of hotels temporarily closed as a result of
Covid-19.
c Definitions for Non-GAAP revenue and operating profit
measures can be found on pages 47 to 51.
Reconciliations of these measures to the most directly
comparable line items within the Group Financial
Statements can be found on pages 212 to 215.
IHG | Annual Report and Form 20-F 2020
65
Strategic ReportPerformance Performance continued
Greater China continued
Greater China hotel and room count
At 31 December
Analysed by brand
Six Senses
Regent
InterContinental
Kimpton
HUALUXE
Crowne Plaza
Hotel Indigo
EVEN Hotels
voco
Holiday Inna
Holiday Inn Express
Other
Total
Analysed by ownership type
Franchised
Managed
Total
Hotels
Change
over 2019
–
1
3
–
3
9
(1)
1
1
2
29
(1)
47
37
10
47
2020
122
1,419
20,678
129
3,433
36,950
1,745
171
148
30,628
41,789
6,963
144,175
29,826
114,349
144,175
2020
1
4
51
1
12
105
12
1
1
109
212
8
517
126
391
517
Total number of hotels
Rooms
Change
over 2019
517
–
187
1,108
–
723
2,654
(123)
171
148
(548)
4,002
307
8,629
6,572
2,057
8,629
Total number of rooms
144,175
The Greater China System size increased by
47 hotels (8,629 rooms) in 2020 to 517 hotels
(144,175 rooms). 57 hotels (11,358 rooms)
opened, compared to 88 hotels (23,764
rooms) in 2019, as Covid-19 temporarily
slowed the pace of construction in the first
half of the year.
Recent growth in the region has focused
on Tier 2 and 3 cities, which now represent
approximately 54% of our open rooms.
39 Holiday Inn Brand Family hotels (5,780
rooms) were added in the year, compared
to 70 hotels (14,130 rooms) in 2019.
10 hotels (2,729 rooms) were removed
in 2020 compared to nine hotels (3,531
rooms) in 2019.
a Includes eight Holiday Inn Resort properties (2,113 rooms), (2019: seven Holiday Inn Resort properties (1,895 rooms)).
Greater China pipeline
At 31 December
Analysed by brand
Six Senses
Regent
InterContinental
Kimpton
HUALUXE
Crowne Plaza
Hotel Indigo
EVEN Hotels
voco
Holiday Innb
Holiday Inn Express
Otherc
Total
Analysed by ownership type
Franchised
Managed
Total
Hotels
Change
over 2019
–
–
2
1
3
–
8
4
1
16
11
1
47
42
5
47
2020
3
1
29
6
25
48
32
15
1
74
205
1
440
211
229
440
2020
169
280
8,565
1,654
6,907
13,877
5,502
3,071
131
18,163
34,564
297
93,180
36,888
56,292
93,180
Total number of hotels in the pipeline
Rooms
Change
over 2019
440
–
–
603
157
727
(121)
1,178
595
131
3,696
842
297
8,105
7,564
541
8,105
Total number of rooms in the pipeline
93,180
At 31 December 2020, the Greater China
pipeline totalled 440 hotels (93,180 rooms)
compared to 393 hotels (85,075 rooms) at
31 December 2019. Signings of 141 hotels
(28,204 rooms) compared with 158 hotels
(35,673 rooms) in 2019, as the significant
travel restrictions introduced in the early
part of the year to combat Covid-19
temporarily slowed activity. 94 hotels
(16,692 rooms) were signed for the Holiday
Inn Brand Family, including 64 franchised
Holiday Inn Express hotels.
37 hotels (8,741 rooms) were removed from
the pipeline in 2020, compared to 18 hotels
(4,757 rooms) in 2019.
b Includes 12 Holiday Inn Resort properties (3,208 rooms), (2019: eight Holiday Inn Resort properties (2,183 rooms)).
c Includes one hotel to be branded as voco.
66
IHG | Annual Report and Form 20-F 2020
Strategic Report Central
Central results
Revenue
Gross costs
Operating exceptional items
Operating loss
Review of the year ended
31 December 2020
The net operating loss decreased by $59m
(42.1%), benefiting from a reduction in gross
costs, partially offset by a $4m (26.7%)
increase in operating exceptional charges.
Central revenue, which mainly comprises
technology fee income, decreased by
$3m (1.6%) to $182m, driven by the impacts
of Covid-19 and temporary fee discounts
on technology fees, being largely offset
by the $20m net benefit of movement in
recognition of some items between System
Fund and reportable segments (see note 3
to the Group Financial Statements for
further information). Revenue was also
12 months ended 31 December
2019
$m
185
(310)
(125)
(15)
(140)
2020
vs 2019
% change
(1.6)
(21.3)
(50.4)
26.7
(42.1)
2018
$m
170
(287)
(117)
(55)
(172)
2019
vs 2018
% change
8.8
8.0
6.8
(72.7)
(18.6)
2020
$m
182
(244)
(62)
(19)
(81)
partly impacted by adverse foreign
exchangea ($1m).
a The impact of movements between the previous year’s
average exchange rates and actual average exchange
rates in 2020.
Gross costs decreased by $66m (21.3%),
driven by cost saving measures introduced
from the second quarter. Gross costs also
partly benefited from the impact of foreign
exchangea ($1m).
The operating loss before exceptional items
decreased by $63m, benefiting from the net
movement in recognition of some revenues
and expenses between the System Fund and
reportable segments ($21m), see note 3 to
the Group Financial Statements for further
information. There was no material impact of
foreign exchangea.
IHG | Annual Report and Form 20-F 2020
67
Strategic ReportPerformance Performance continued
Other financial information
System Fund
The Group operates a System Fund to
collect and administer cash assessments
from hotel owners for the specific purpose
of use in marketing, the Guest Reservation
System, and hotel loyalty programme, IHG
Rewards. The System Fund also benefits
from proceeds from the sale of loyalty
points under third-party co-branding
arrangements. The Fund is not managed
to generate a profit or loss for IHG over the
longer term, although an in-year surplus or
deficit can arise, but is managed for the
benefit of hotels in the IHG System with the
objective of driving revenues for the hotels.
In the year to 31 December 2020, System
Fund revenue decreased by $608m (44.3%)
to $765m, largely due to lower assessment
fees reflecting the level of reduction in hotel
revenues resulting from Covid-19, as well as
fee reliefs given, and lower loyalty revenue
due to lower redemption activity. This was
partially offset by a favourable adjustment
relating to a change in the actuarial
assumptions around the ultimate rate of
consumption of IHG Rewards points
(‘breakage’) leading to increased revenue
recognition year-over-year. A System Fund
income statement deficit of $102m was
recorded over the year, resulting from lower
revenues, partly offset by actions targeted
to lower costs including a reduction in
marketing spend. System Fund expenses
included $24m of expected credit losses,
$20m reorganisation costs and $41m
impairment principally relating to the US
corporate headquarters (see page 136
for further information).
Reimbursement of costs
In the year to 31 December 2020,
reimbursable revenue decreased by $534m
(45.6%) to $637m. The reduction reflects
the significant impact from Covid-19 on
our hotels including hotel closures and
staff furloughs, meaning the overall scale
of reimbursements fell.
Cost reimbursements revenue represents
reimbursements of costs incurred on behalf
of managed and franchised properties and
relates, predominantly, to payroll costs at
managed properties where we are the
employer. As we record cost
reimbursements based upon costs incurred
with no added mark up, this revenue and
related expenses have no impact on either
our operating profit or net income.
Fair value gains/losses on contingent
purchase consideration
Contingent purchase consideration arose on
the acquisitions of Regent, the UK portfolio
and Six Senses (see note 25 to the Group
Financial Statements). The net gain of $13m
(2019: $27m) comprises an exceptional gain
of $21m in respect of the UK portfolio (see
exceptional items above), offset by a loss
of $8m in respect of Regent driven by a
reduction in US corporate bond rates. The total
contingent purchase consideration liability
at 31 December 2020 is $79m (2019: $91m).
Taxation
The effective rate of tax on profit before
exceptional items and System Fund was
38% (2019: 24%) which included the
recognition of tax credits on one-off
items, predominantly in connection with
adjustments to deferred taxes following an
internal group restructuring, UK law change
and prior year items. Excluding these one-off
items, the effective tax rate would be 69%,
elevated compared to prior years due to the
distortive impact of unrelieved foreign taxes,
the Group’s geographic profit mix and other
non-tax deductible expenses against the low
profit base. The Group also suffered
significant US minimum profit taxes and
could not recognise the benefit for tax
purposes of losses arising in certain
territories in the year.
Taxation within exceptional items totalled a
credit of $52m (2019: credit of $20m) and
relates to the tax impact of the exceptional
items set out above. Further information on
tax within exceptional items can be found in
note 6 to the Group Financial Statements.
Net tax paid in 2020 totalled $41m (2019:
$141m). The 2020 tax paid was less than
2019 principally due to refunds in respect of
prior year periods of $24m, as well as lower
‘in-year’ corporate tax payments required as
a result of the deterioration in global trading.
IHG pursues an approach to tax that is
consistent with its business strategy and its
overall business conduct principles. The
approach seeks to ensure full compliance
with all tax filing, payment and reporting
obligations on the basis of communicative
and transparent relationships with tax
authorities. Policies and procedures related
to tax risk management are subject to
regular review and update and are approved
by the IHG Audit Committee.
The Group’s Approach to Tax document
is available on IHG’s website at
www.ihgplc.com/responsible-business
Exceptional items
Exceptional items are identified by virtue of
their size, nature, or incidence and are
excluded from the calculation of adjusted
earnings per ordinary share as well as other
Non-GAAP measures (see Use of Non-GAAP
measures, pages 47 to 51) in order to provide
a more meaningful comparison of
performance and can include, but are not
restricted to, gains and losses on the
disposal of assets, impairment charges and
reversals, and reorganisation costs.
Pre-tax exceptional items totalled a net
charge of $263m (2019: $148m net charge).
The charge included: $22m net gain relating
to derecognition of lease assets and
liabilities; $30m gain on lease termination;
$10m provision for onerous contractual
expenditure relating to the UK portfolio;
$27m reorganisation costs (2019: $20m);
$6m acquisition and integration costs due
to the Six Senses acquisition (2019: $7m);
$5m net litigation costs (2019: $28m);
$48m impairment of financial assets;
$226m impairment charges of non-current
assets (2019: $131m) of which $113m relates
to Americas, $100m to EMEAA, $4m to
Greater China and $9m to Central; $14m
exceptional financial expenses; and $21m
fair value gain on contingent purchase
consideration relating to the UK portfolio.
Further information on exceptional items
can be found in note 6 to the Group
Financial Statements.
Net financial expenses
Net financial expenses increased by $25m
to $140m, primarily due to $14m exceptional
financial expenses relating to the partial
repayment of the 2022 bonds (see below),
$8m interest on the new bonds issued and
$3m relating to commercial paper. Adjusted
interest, as reconciled on page 216, and
which excludes exceptional finance
expenses and adds back interest relating
to the System Fund, decreased by $3m to
$130m. The lower interest payable to the
System Fund largely resulted from lower
interest rates in 2020.
In October 2020 the Group issued a tender
offer for its £400m 3.875% 2022 bonds
resulting in a repayment of £227m. The
Group concurrently issued €500m 1.625%
2024 bonds and £400m 3.375% 2028 bonds
to strengthen liquidity and extend the
maturity profile of the Group’s debt.
The $14m premium on repayment and
associated write-off of fees and discount
are classified as exceptional costs due to
their size and nature.
Excluding amounts classified as exceptional,
financial expenses includes $69m (2019:
$63m) of total interest costs on the public
bonds, which are fixed rate debt. Interest
expense on lease liabilities was $37m
(2019: $41m).
68
IHG | Annual Report and Form 20-F 2020
Strategic Report Dividends
On 20 March 2020, IHG’s Board withdrew
its recommendation of a final dividend in
respect of 2019 of 85.9¢ per share, a
payment of which would have had a cash
outflow of approximately $150m in the first
half of 2020.
Earnings per ordinary share
Given the impact of Covid-19 on operations
and the exceptional items charged this year,
the Group’s basic loss per ordinary share is
142.9¢ (2019: basic earnings per ordinary
share: 210.4¢). Adjusted earnings per
ordinary share decreased by 89.7% to 31.3¢.
Share price and market capitalisation
The IHG share price closed at £46.90 on
31 December 2020, down from £52.08 on
31 December 2019. The market capitalisation
of the Group at the year-end was £8.6bn.
A final dividend in respect of 2020 is not
proposed and there was no interim dividend
for the year. The Board will consider future
dividends once visibility of the pace and
scale of market recovery has improved.
Six Senses Kocatas
Mansions, Istanbul, Turkey
IHG | Annual Report and Form 20-F 2020
69
Strategic ReportPerformance
Performance continued
Liquidity and capital resources
Sources of liquidity
As at 31 December 2020 the Group had total
liquidity of $2,925m, comprising $1,350m of
undrawn bank facilities and $1,575m of cash
and cash equivalents (net of overdrafts and
restricted cash).
The Group currently has $2,898m of sterling
and euro bonds outstanding. The current
bonds mature in November 2022 (£173m),
October 2024 (€500m), August 2025
(£300m), August 2026 (£350m), May 2027
(€500m) and October 2028 (£400m).
In October 2020 the Group issued a
€500m 1.625% bond repayable in October
2024 and a £400m 3.375% bond repayable
in October 2028. Currency swaps were
transacted at the same time as the €500m
bonds were issued in order to swap the
proceeds and interest flows into pounds
sterling. The currency swaps fix the bond
debt at £454m, with interest payable
semi-annually at a rate of 2.65%. The Group
also repaid £227m of the £400m 3.875%
bond maturing in November 2022. The
Group currently has a senior unsecured
long-term credit rating of BBB- from
Standard and Poor’s. In the event this rating
was downgraded below BBB- there would
be an additional step up coupon of 125bps
payable on the bonds which would result in
an additional interest cost of approximately
$36m per year.
In April 2020, the Group issued £600m
of commercial paper under the UK Covid
Corporate Financing Facility (CCFF). This will
be repaid on 16 March 2021 when it matures.
The Group is further financed by a $1,275m
revolving syndicated bank facility (the
Syndicated Facility) and a $75m revolving
bilateral facility (the Bilateral Facility). During
the year the maturity of these facilities was
extended by 18 months from March 2022
to September 2023. The facilities were
undrawn at 31 December 2020 (31
December 2019: $125m). The Syndicated
and Bilateral Facilities contain the same
terms and two financial covenants: interest
cover and a leverage ratio. Covenants are
monitored on a ‘frozen GAAP’ basis
excluding the impact of IFRS 16 and are
tested at half year and full year on a trailing
12-month basis. The interest cover covenant
requires a ratio of Covenant EBITDA to
Covenant interest payable above 3.5:1 and
the leverage ratio requires Covenant
net debt to Covenant EBITDA of below 3.5:1.
Covenant EBITDA is calculated (on a frozen
GAAP basis) as operating profit before
exceptional items, depreciation and
amortisation and System Fund revenues and
expenses. See note 24 to the Group
Financial Statements for further information.
These covenants have been waived from
30 June 2020 through 31 December 2021
and have been relaxed for test dates in 2022.
A minimum liquidity covenant of $400m has
been introduced which will be tested at each
test date up to and including 31 December
2022. The amended leverage ratio and
interest cover covenant test levels for the
facilities are as follows:
June &
December
2021
Waived
Waived
June 2022
Less than
7.5x
Greater
than 1.5x
December
2022
Less than
6.5x
Greater
than 2.0x
Leverage
ratio
Interest
cover
The Group is in compliance with all of the
applicable financial covenants in its loan
documents, none of which are expected to
present a material restriction on funding in
the near future.
The Group has started to review and plan for
the expected discontinuation of LIBOR after
2021. The Group’s main exposure to LIBOR
is the underlying reference rate in the
Syndicated and Bilateral Facilities. The
terms of this agreement will need to be
renegotiated to address the discontinuation
of LIBOR. The replacement of LIBOR with
alternative reference rates is not expected
to have a material impact on the Group at
this stage.
Borrowings included bank overdrafts of
$51m (2019: $87m), which were matched
by an equivalent amount of cash and cash
equivalents under the Group’s cash pooling
arrangements. Under these arrangements,
each pool contains a number of bank
accounts with the same financial institution,
and the Group pays interest on net overdraft
balances within each pool. The cash pools
are used for day-to-day cash management
purposes and are managed daily as closely
as possible to a zero balance on a net basis
for each pool. Overseas subsidiaries are
typically in a cash-positive position, with the
most significant balances in the US, and the
matching overdrafts are held by the Group’s
central treasury company in the UK.
Net debt of $2,529m (2019: $2,665m) is
analysed by currency as follows:
Borrowings
Sterling*
US dollar
Euros
Other
Cash and cash
equivalents
Sterling
US dollar
Euros
Canadian dollar
Chinese renminbi
Other
Net debt
Average debt level
2020
$m
2019
$m
3,716
2,022
416
20
52
(1,305)
(261)
(12)
(8)
(60)
(29)
721
44
73
(25)
(91)
(13)
(7)
(17)
(42)
2,529
2,554
2,665
2,720
* Including the impact of currency swaps.
Cash and cash equivalents include $44m
(2019: $16m) that is not available for use by
the Group due to local exchange controls.
Information on the maturity profile and
interest structure of borrowings is included
in notes 22 and 24 to the Group Financial
Statements.
In the Group’s opinion, the available facilities
are sufficient for the Group’s present
liquidity requirements. However, the Group
continues to assess its liquidity position,
financing options and covenant position and
will take further actions as necessary.
Information on the Group’s approach to
allocation of capital resources can be found
on pages 14 and 15.
The Group had net liabilities of $1,849m at
31 December 2020 (2019: $1,465m).
70
IHG | Annual Report and Form 20-F 2020
Strategic Report Cash from operating activities
Net cash from operating activities totalled
$137m for the year ended 31 December
2020, a decrease of $516m on the previous
year, reflecting the decrease in
operating profit.
Cash flow from operations is the principal
source of cash used to fund the ongoing
operating expenses, interest payments,
maintenance capital expenditure and normal
dividend payments of the Group. The Group
believes that the requirements of its existing
business and future investment can be met
from cash generated internally, disposition
of assets, and external finance expected to
be available to it.
Cash from investing activities
Net cash outflows from investing activities
decreased by $432m to $61m, primarily
reflecting the acquisition of the Six Senses
business in 2019. Other movements in
investing activities include a reduction of
investment in property, plant and equipment
and intangible assets of $103m to $76m.
The Group had committed contractual
capital expenditure of $19m at
31 December 2020.
Cash used in financing activities
Net cash from financing activities totalled
$1,354m, which was $2,014m higher than
2019. This was primarily due to the cash
inflow from the €500m and £400m bond
issuances and the £600m commercial paper
issuance under the CCFF. These inflows
were offset by £227m of bond repayments
and $125m repayment of other borrowings.
No dividends were paid in 2020 compared
to $721m in 2019.
Off-balance sheet arrangements
At 31 December 2020, the Group had no
off-balance sheet arrangements that have,
or are reasonably likely to have, a current or
future material effect on the Group’s
financial condition, revenues or expenses,
results of operations, liquidity, capital
expenditures or capital resources.
Contingent liabilities
Contingent liabilities include guarantees
over loans made to facilitate third-party
ownership of hotels of up to $56m and
outstanding letters of credit of $43m. The
Group may also be exposed to additional
liabilities resulting from litigation and
security incidents. See note 31 to the Group
Financial Statements for further details.
Contractual obligations
The Group had the following contractual
obligations outstanding as of 31 December
2020. See table below.
Commercial papera
Long-term debt obligationsb,c
Interest payablec
Derivatives
Lease liabilities
Agreed pension scheme contributions
Capital contracts placedd
Deferred and contingent
purchase consideratione
Totalf
Total amounts
committed
$m
Less than
1 year
$m
819
2,896
435
57
3,505
6
19
112
819
–
76
14
57
6
19
13
1–3
years
$m
–
236
143
28
104
–
–
5
3–5
years
$m
–
After
5 years
$m
–
1,023
1,637
124
28
87
–
–
13
92
(13)
3,257
–
–
81
7,849
1,004
516
1,275
5,054
a Issued under the UK Covid Corporate Financing Facility, maturing on 16 March 2021.
b Repayment period classified according to the related facility maturity date.
c Excluding bank overdrafts.
d See note 30 to the Group Financial Statements for further details.
e Relates to the acquisitions of Six Senses and Regent (see note 11 to the Group Financial Statements for further details).
f The Group also has future commitments for key money payments which are contingent upon future events and
may reverse.
IHG | Annual Report and Form 20-F 2020
71
Strategic ReportPerformance Governance
74 Chair’s overview
76 Our Board of Directors
80 Our Executive Committee
82 Governance structure
83 Board activities
83 Board meetings
84 Director induction, training and development
85 Board effectiveness evaluation
86 Audit Committee
91
92 Voice of the Employee
93 Nomination Committee
94 Statement of compliance
96 Directors’ Remuneration Report
96 Remuneration Committee Chair’s statement
99 At a glance
100 Remuneration at IHG – the wider context
101 Annual Report on Directors’ Remuneration
Responsible Business Committee
Holiday Inn Express Warsaw – The HUB
72
IHG | Annual Report and Form 20-F 2020
IHG | Annual Report and Form 20-F 2020
73
GovernanceGovernance Chair’s overview
The Covid-19 pandemic has presented the hospitality
industry and our business with unprecedented challenges.
It has also provided an acute test of the Group's strategy,
business model, governance, crisis and risk management
capabilities and leadership.
In 2020, the Board sought to guide, support and challenge
management as appropriate through the crisis, recognising
the need for management to have a clear mandate to allow for
swift prioritisation and decision-making in light of the rapidly
changing and uncertain environment.
Throughout the pandemic, the Board played an active
oversight and support role whilst keeping the long-term
growth strategy of the Company in focus and ensuring that
actions taken were in keeping with our purpose and values.
The Board also ensured that an effective governance and
oversight framework remained in place as the Group
responded to the crisis.
Responding to the pandemic also meant changes to the
Board and its Committees' operation, requiring a sharper,
Covid-19 dominated agenda, virtual meetings, more frequent
interaction and collaboration between the Board and
management, a revised information flow and increased
time commitment notably from the Committee Chairs
and the Chair.
I would like to thank the Board and the management team
for their commitment, determination and perseverance
in striving to protect the business and our stakeholders
through the toughest challenge in the industry’s history,
whilst remaining true to our purpose and values.
Focus areas and activities
In addressing the Covid-19 pandemic, the Board focused on
the actions taken by management to support employees (at both
the corporate and hotel level), with emphasis on organisational
resilience, mental health and wellbeing. The Board also reviewed
proposed measures to support owners, guests and the communities
in which we operate and ensured that the interests of the Group's
stakeholders were balanced.
Another key theme throughout the year was the protection of the
Group’s financial position, with particular focus on cost containment
and cash preservation. The Board also undertook detailed review
of the Group’s going concern and viability assessments.
The Board also focused on adapting and evolving our strategy
and purpose whilst renewing our commitment to addressing
environmental, social and governance (ESG) considerations.
Cybersecurity was an area of particular focus, because of the
increased threats and risks associated with an increase in remote
working. The Board received regular updates on cyber threats to
the hospitality sector and IHG, and engaged with management on
plans to strengthen the Group's threat-detection and response to
malicious activity, as well as raising awareness among colleagues.
74
IHG | Annual Report and Form 20-F 2020
The continuation of the Board’s dialogue and engagement with the
Group’s workforce and other stakeholders was also a notable feature
of the Board agenda.
Governance framework
The Board delegates certain responsibilities to the Audit,
Remuneration, Responsible Business (previously Corporate
Responsibility) and Nomination Committees to assist in ensuring
that effective corporate governance pervades the business.
The Covid-19 pandemic impacted all aspects of the Committees'
delegated remit and activities during the year:
• The Audit Committee focused on the pandemic's impact on
material judgements and estimates, risks, internal controls and
business continuity, and going concern and viability;
• The Remuneration Committee focused on the remuneration
challenges presented by the pandemic and decisions on executive
pay, including reductions to salaries and fees, awarding of LTIP
grants, and retention issues, all while considering the impact on
employees. It also continued to engage with shareholders on the
Directors' Remuneration Policy;
• The Responsible Business Committee focused on how IHG
continued to operate as a responsible business during the
pandemic, the delivery of ongoing targets and the development
of the Group's 2030 responsible business commitments; and
• The Nomination Committee progressed the implementation of
Board refreshment plans, and continued to review and consider
Executive Committee talent and succession plans.
Board composition
Board composition and succession featured prominently on the
Board agenda to ensure that we continue to have around the table
the right mix of skills, experience, behaviours and knowledge as well
as gender and geographical representation to add value as the
Company pursues its strategic objectives.
We determined that the Board would benefit from enhanced
representation in the US market as well as from further expertise in
brands, franchising and business strategy and innovation, including
in relation to ESG issues. We also sought to further drive diversity on
the Board and prepare for the retirements of Malina Ngai and Luke
Mayhew, who left the Board in May and December respectively.
These objectives were successfully achieved with the appointment
of Sharon Rothstein, Graham Allan and Duriya Farooqui, who joined
the Board in June, September and December respectively. Details of
their biographies, including their skills and experience, are included
on pages 77 to 79.
Additionally, with the retirement of Luke Mayhew, the Board
approved Jill McDonald as the designated non-executive director for
workforce engagement (Voice of the Employee). Further details
regarding this transition are included on page 92.
Board performance review
During the year, we implemented the recommendations of the
external Board evaluation carried out in 2019 and conducted an
internal evaluation. I am pleased to report that the evaluation
concluded that the Board continues to operate effectively. Further
details of the evaluation can be found on page 85. We also
conducted individual Director feedback discussions, details
of which can be found on page 85.
Governance Compliance and our dual listing
IHG continues to operate as a dual-listed company with a premium
listing on the London Stock Exchange and a secondary listing on the
New York Stock Exchange. As such, we are required to file an Annual
Report in the UK and a Form 20-F in the US. To ensure consistency of
information provided to both UK and US investors, we have again
produced a combined Annual Report and Form 20-F. Our statement
of compliance with the 2018 UK Corporate Governance Code (the
Code) is located on pages 94 and 95. I am pleased to report that,
during 2020, we complied in all material respects with all principles
and provisions of the Code. A statement outlining the differences
between the Group’s UK corporate governance practices and those
followed by US companies can be found on page 239.
Looking forward
In 2021, the Board will focus on the Group's long-term strategic
objectives and ensure that a robust governance framework remains
in place so that IHG is well positioned as we emerge from a post-
Covid environment.
Patrick Cescau
Chair of the Board
22 February 2021
Board and Committee membership and attendance in 2020
Appointment
date
Committee
appointments
Total meetings held
Chair
Patrick Cescaua
01/01/13
N
Chief Executive Officer
Keith Barr
Executive Directors
Paul Edgecliffe-Johnson
Elie Maalouf
Senior Independent
Non-Executive Director
Dale Morrison
Non-Executive Directors
Graham Allan
Anne Busquet
Arthur de Haast
Ian Dyson
Jo Harlow
Luke Mayhew
Jill McDonald
Malina Ngai
Sharon Rothstein
01/07/17
01/01/14
01/01/18
01/06/11
A N R
01/09/20
01/03/15
01/01/20
01/09/13
01/09/14
01/07/11
01/06/13
01/03/17
01/06/20
A Nc
A R
A RB
R RB
R
N R
A RB N
A RB N
RB R
A RB
Board
8
8/8
8/8
8/8
8/8
8/8
3/3b
8/8
8/8
8/8
8/8
8/8
8/8
2/3e
5/5f
Audit
Committee
Responsible
Business
Committee
Nomination
Committeec
Remuneration
Committee
Meetings
5
–
–
–
–
5/5
2/2b
5/5
–
5/5
–
5/5
5/5
–
3/3f
4
–
–
–
–
–
–
4/4
4/4
–
–
4/4
4/4
0/1e
3/3f
5
5/5
–
–
–
5/5
–
–
–
–
5/5
4/5d
5/5
–
–
4
–
–
–
–
4/4
2/2b
–
4/4
4/4
4/4
–
–
0/2e
–
a In principle the Chair attends all Committee meetings, and the full Board attends the relevant sections of the Audit Committee meetings when financial results are considered.
b Graham Allan was appointed to the Board from 1 September 2020 and attended Board and relevant Committee meetings from that date.
c Ian Dyson was appointed to the Nomination Committee from 18 December 2020 following Luke Mayhew's retirement.
d Luke Mayhew was unable to attend a Nomination Committee meeting due to a prior engagement. Luke resigned from the Board from 18 December 2020.
e Malina Ngai was unable to attend a Board meeting, two Remuneration Committee meetings and a Responsible Business Committee meeting due to prior commitments. Malina
resigned from the Board from 7 May 2020.
f Sharon Rothstein was appointed to the Board from 1 June 2020 and attended Board and relevant Committee meetings from that date.
Duriya Farooqui was appointed to the Board from 7 December 2020 so did not attend meetings in 2020.
Board Committee membership key
A Audit Committee member
Chair of a Board Committee
R Remuneration Committee member
RB Responsible Business Committee member
N Nomination Committee member
Chair's overview
IHG | Annual Report and Form 20-F 2020
75
Governance Our Board of Directors
Patrick Cescau
Non-Executive Chair
N
Appointed to
the Board:
1 January 2013
Keith Barr
Chief Executive Officer (CEO)
Appointed to
the Board:
1 July 2017
Paul Edgecliffe-Johnson
Chief Financial Officer (CFO)
and Group Head of Corporate
Strategy
Appointed to
the Board:
1 January 2014
Elie Maalouf
Chief Executive Officer, Americas
Appointed to
the Board:
1 January 2018
Skills and experience: From 2005 to 2008,
Patrick was Group Chief Executive of Unilever
Group, having previously been Chair of Unilever
PLC, Vice-Chair of Unilever NV and Foods Director,
following a progressive career with the company,
which began in France in 1973. Prior to being
appointed to the board of Unilever PLC and
Unilever NV in 1999, as Finance Director, he
was Chair of a number of the company’s major
operating companies and divisions, including in
the US, Indonesia and Portugal. He was formerly
a Senior Independent Director and Non-Executive
Director of Pearson plc, Tesco PLC and
International Airlines Group, and a Director
at INSEAD.
Skills and experience: Keith has spent more than
25 years working in the hospitality industry across
a wide range of roles. He started his career in hotel
operations and joined IHG in 2000. Since April
2011 he has been a member of IHG’s Executive
Committee. Directly before being appointed CEO,
Keith served as Chief Commercial Officer for four
years. In this role, he led IHG’s global brand,
loyalty, sales and marketing functions, and
oversaw IHG’s loyalty programme, IHG® Rewards.
Prior to this, Keith was CEO of IHG’s Greater China
business for four years, setting the foundations for
growth in a key market and overseeing the launch
of the HUALUXE® Hotels and Resorts brand.
Skills and experience: Paul is a fellow of the
Institute of Chartered Accountants and is a
graduate of the Harvard Business School
Advanced Management Programme. He was
previously CFO of IHG’s Europe and Asia, Middle
East and Africa regions, a position he held since
September 2011. He joined IHG in August 2004
and has held a number of senior-level finance
positions, including Head of Investor Relations,
Head of Global Corporate Finance and Financial
Planning & Tax, and Head of Hotel Development,
Europe. Paul also acted as Interim CEO of the
Europe, Middle East and Africa region (prior to
the reconfiguration of our operating regions).
Skills and experience: Elie was appointed
CEO, Americas at IHG in February 2015 and
has 20 years’ experience working in major global
franchise businesses. He joined the Group having
spent six years as President and CEO of HMSHost
Corporation, where he was also a member of the
board of directors. Elie brings broad experience
spanning hotel development, branding, finance,
real estate and operations management as well
as food and beverage expertise. Elie was Senior
Advisor with McKinsey & Company from
2012 to 2014.
Board contribution: Patrick has held board
positions for more than 20 years in leading global
businesses and brings extensive international
experience in strategy, brands, consumer
products, and finance. As Chair, Patrick is
responsible for leading the Board and ensuring
it operates in an effective manner, and promoting
constructive relations with shareholders and wider
stakeholders. As Chair of the Nomination
Committee, he is responsible for reviewing
and making recommendations on the Group’s
leadership needs.
Other appointments: Patrick is a trustee of
The Leverhulme Trust, Patron of the St Jude India
Children’s Charity and Member of the TEMASEK
European Advisory Panel.
Board contribution: Keith is responsible for the
executive management of the Group and ensuring
the implementation of Board strategy and policy.
Other appointments: Keith is a Non-Executive
Director of Yum! Brands. He also sits on the Board
of WiHTL (Women in Hospitality Travel & Leisure).
Keith is a graduate of Cornell University’s School
of Hotel Administration and is currently a member
of the Dean’s Advisory Board for The School of
Hotel Administration, Cornell SC Johnson
College of Business.
Board contribution: Paul is responsible, together
with the Board, for overseeing the financial
operations of the Group and for leading
Group strategy.
Board contribution: Elie brings a deep
understanding of the global hospitality sector
to the Board. He is responsible for business
development and performance of all hotel brands
and properties in the Americas region and has
global responsibility for customer development,
providing oversight of the Global Sales
organisation, as well as our owner management
and services strategy.
Other appointments: Elie is a member of the
American Hotel & Lodging Association Executive
committee of the Board, and the U.S. Travel
Association CEO Roundtable. In addition, Elie
serves as a member of the Global Advisory Council
at the University of Virginia Darden School of
Business and is a board member of the Atlanta
Committee for Progress.
76
IHG | Annual Report and Form 20-F 2020
Governance Dale Morrison
Senior Independent
Non-Executive Director (SID)
A
N R
Skills and experience: Dale is a founding partner
of TriPointe Capital Partners and subsequently
Twin Ridge Capital, both private equity firms.
Dale was previously President and CEO of McCain
Foods Limited and President and CEO of Campbell
Soup Company.
Board contribution: Dale has over 10 years’
experience in sales and marketing positions, and
over 25 years’ experience in general management,
having held senior positions in the branded foods
sector. Dale’s role as Senior Independent
Non-Executive Director is fundamental to the
successful operation of the Board.
Other appointments: Currently a Non-Executive
Director of International Flavors & Fragrances Inc.
Appointed to
the Board:
1 June 2011
Graham Allan
Independent Non-Executive Director
RA
Appointed to
the Board:
1 September 2020
Anne Busquet
Independent Non-Executive Director
RBA
Appointed to
the Board:
1 March 2015
Duriya Farooqui
Independent
Non-Executive Director
RBA
Appointed to
the Board:
7 December 2020
Skills and experience: Graham was Group Chief
Executive of Dairy Farm International Holdings Ltd,
an Asian retailer headquartered in Hong Kong
SAR, from 2012 to 2017. In 1992, he joined Yum
Restaurants International, where he held several
senior positions before assuming the role of
President and CEO in 2003, and led the
development of global brands KFC, Pizza Hut
and Taco Bell in more than 120 international
markets. Prior to his tenure at Yum Restaurants,
he worked as a consultant including at
McKinsey & Co Inc.
Board contribution: Graham brings to the Board
more than 40 years of strategic, commercial and
brand experience within consumer–focused
businesses across multiple geographies.
Other appointments: Graham is Senior
Independent Non-Executive Director at Intertek
plc and Independent Non-Executive Director of
Associated British Foods plc. He also serves as a
director of private companies as Chairman of Bata
Footwear and Director of Americana Foods.
Skills and experience: Anne began her career
at Hilton International in Paris, before joining
American Express Company in New York, where
she held several executive positions and served
for 23 years. Anne was also the CEO of Local and
Media Services at InterActiveCorp.
Board contribution: Anne brings more than
20 years’ experience in senior positions in
multinational companies, predominantly in the
financial, branded and digital-commerce sectors.
Other appointments: Anne is currently the
President of AMB Advisors, an independent
consulting firm, and Managing Director at Golden
Seeds LLC, an angel investment company. She
also serves on the boards of Pitney Bowes, MTBC
and Elior Group and on the advisory boards of JEGI
and SheSpeaks.
Skills and experience: Duriya is currently
an Independent Director at Intercontinental
Exchange, Inc. (ICE), a leading operator of global
exchanges and clearing houses, and provider of
mortgage technology, data and listings services.
Duriya was previously President of Supply
Chain Innovation at Georgia-Pacific, leading an
organisation where companies collaborated to
solve supply chain challenges. Prior to this, she
was Executive Director of Atlanta Committee for
Progress, a coalition of over 30 CEOs who offer
leadership on economic development
opportunities in Atlanta. Duriya has been a
principal at Bain & Company, and also served as
Chief Operating Officer for the City of Atlanta.
Board contribution: Duriya’s diverse board and
executive-level experience brings valuable insights
and perspectives to IHG. She combines more than
two decades of relevant expertise in business
strategy, transformation and innovation, with a
clear commitment to driving responsible
operations and diversity.
Other appointments: Duriya is an Independent
Director at ICE. She serves on the boards of
NYSE and ICE NGX, both subsidiaries of ICE,
and co-chairs the NYSE Board Advisory Council
of CEOs.
Our Board of Directors
IHG | Annual Report and Form 20-F 2020
77
Governance
Our Board of Directors continued
Arthur de Haast
Independent
Non-Executive Director
RBR
Appointed to
the Board:
1 January 2020
Ian Dyson
Independent
Non-Executive Director
A
R N
Appointed to
the Board:
1 September 2013
Jo Harlow
Independent
Non-Executive Director
N R
Appointed to
the Board:
1 September 2014
Skills and experience: Arthur has held several
senior roles in the Jones Lang LaSalle (JLL) group,
including Chair of JLL’s Capital Markets Advisory
Council and Chair and Global CEO of JLL’s Hotels
and Hospitality Group. Arthur is also a former Chair
of the Institute of Hospitality.
Board contribution: Arthur has more than 30
years’ experience in the capital markets, hotels
and hospitality sectors, along with significant
Board-level knowledge around sustainability.
Arthur serves on the Remuneration and
Responsible Business Committees.
Other appointments: Arthur is Chair of JLL’s
Capital Markets Advisory Council, a member of
JLL’s Global Sustainability Board, an Independent
Non-Executive Director of Chalet Hotels Limited
and a member of the Advisory Board of the
Scottish Business School, University of
Strathclyde, Glasgow.
Skills and experience: Ian has held a number
of senior executive and finance roles, including
Group Finance and Operations Director for Marks
and Spencer Group plc for five years from 2005
to 2010, where he oversaw significant changes in
the business. In addition, Ian was CEO of Punch
Taverns plc, Finance Director for the Rank Group
Plc, a leading European gaming business, and
Group Financial Controller and Finance Director
for the hotels division of Hilton Group plc. More
recently, Ian was Senior Independent Non-
Executive Director of Flutter Entertainment plc.
Board contribution: Ian has gained significant
experience from working in various senior finance
roles, predominantly in the retail, leisure and
hospitality sectors. Ian became Chair of the Audit
Committee on 1 April 2014, and, as such, is
responsible for leading the Committee to ensure
effective internal controls and risk management
systems are in place.
Other appointments: Currently a Non-Executive
Director and Chair of the Audit Committee of SSP
Group plc and Senior Independent Non-Executive
Director and Chair of the Audit Committee of
ASOS plc.
Skills and experience: Jo most recently held the
position of Corporate Vice President of the Phones
Business Unit at Microsoft Corporation. She was
previously Executive Vice President of Smart
Devices at Nokia Corporation, following a number
of senior management roles at Nokia from 2003.
Prior to that, she held marketing, sales and
management roles at Reebok International Limited
from 1992 to 2003 and at Procter & Gamble
Company from 1984 to 1992.
Board contribution: Jo has over 25 years’
experience working in various senior roles,
predominantly in the branded and technology
sectors. Jo became Chair of the Remuneration
Committee on 1 October 2017, and as such she is
responsible for setting the Remuneration Policy.
Jo is also a member of the Nomination Committee.
Other appointments: Currently a member of the
Supervisory Board of Ceconomy AG and a
Non-Executive Director of Halma plc and J
Sainsbury plc.
Changes to the Board and its Committees, and Executive Committee
Graham Allan
Ian Dyson
Graham was appointed to the Board from 1 September 2020
Ian was appointed to the Nomination Committee from 18 December 2020
Duriya Farooqui
Duriya was appointed to the Board from 7 December 2020
Wayne Hoare
Luke Mayhew
Malina Ngai
Wayne was appointed Chief Human Resources Officer from 14 September 2020
Luke resigned from the Board from 18 December 2020
Malina resigned from the Board from 7 May 2020
Sharon Rothstein
Sharon was appointed to the Board from 1 June 2020
In addition to the changes in 2020 set out above, in February 2021, the Board approved the appointment of Richard Anderson
and Daniela Barone Soares as Independent Non-Executive Directors of the Company with effect from 1 March 2021. Further
information relating to their appointments will be included in the Annual Report and Form 20-F 2021. In February 2021,
the Board also accepted the resignation of Anne Busquet, who will retire from the Board with effect from the 2021 AGM.
Board Committee membership key
A Audit Committee member
RB Responsible Business Committee member
N Nomination Committee member
R Remuneration Committee member
Chair of a Board Committee
78
IHG | Annual Report and Form 20-F 2020
Governance Jill McDonald
Independent
Non-Executive Director
A
RB N
Appointed to
the Board: 1 June 2013
Sharon Rothstein
Independent
Non Executive Director
RBA
Appointed to
the Board on
1 June 2020
Skills and experience: Jill started her career at
Colgate-Palmolive Company, spent 16 years with
British Airways Plc and has held a number of senior
marketing positions in the UK and overseas. Jill was
CEO UK and President for the North West Europe
division for McDonald’s, and held a number of
other senior roles in the company from 2006.
From May 2015 until September 2017, Jill served
as CEO of the Halfords Group plc. From 2017-2019,
Jill served as Managing Director, Clothing, Home
and Beauty, at Marks and Spencer plc.
Board contribution: Jill has over 30 years’
experience working with high-profile international
consumer-facing brands at both marketing and
operational level. As Chair of the Responsible
Business Committee, she is responsible for
corporate responsibility objectives and strategy
and approach to sustainable development.
Other appointments: Currently CEO of
Costa Coffee.
Skills and experience: Sharon currently serves as
Operating Partner of Stripes Group, a growth
equity firm investing in high growth consumer and
SaaS (Software as a Service) companies. She
previously served as Executive Vice President,
Global Chief Marketing Officer, and subsequently,
as Executive Vice President, Global Chief Product
Officer for Starbucks Corporation. In addition,
Sharon has held senior marketing and brand
management positions at Sephora LLC, Godiva
Chocolatier, Inc., Nabisco Biscuit Company,
Procter & Gamble Company, and Starwood Hotels
& Resorts Worldwide, Inc.
Board contribution: Sharon brings extensive
brands and marketing expertise, having worked
in senior positions for more than 25 years at iconic
global companies. In addition to her knowledge of
the hospitality industry, Sharon has wide-ranging
Board-level experience in a number of consumer-
focused businesses.
Other appointments: Sharon serves on the Boards
of Yelp, Inc. and Afterpay Limited; and also for
private companies True Food Kitchen, Inc., LOLA,
and Levain Bakery, Inc.
Board composition
Gender split of Directors
Tenure of Directors
Male, 8
Female, 5
0-3 years, 4
3-6 years, 3
6-9 years, 5
9+ years, 1
Our Board of Directors
IHG | Annual Report and Form 20-F 2020
79
Governance Our Executive Committee
In addition to Keith Barr, Paul Edgecliffe-Johnson and Elie Maalouf, the Executive Committee comprises:
Claire Bennett
Global Chief Customer Officer
Appointed to the
Executive Committee:
October 2017
(joined the Group: 2017)
Jolyon Bulley
Chief Executive Officer, Greater China
Appointed to the
Executive Committee:
November 2017
(joined the Group: 2001)
Yasmin Diamond, CB
Executive Vice President,
Global Corporate Affairs
Appointed to the
Executive Committee:
April 2016
(joined the Group: 2012)
Nicolette Henfrey
Executive Vice President,
General Counsel and Company Secretary
Appointed to the
Executive Committee:
February 2019
(joined the Group: 2001)
Claire has been an Executive Board Member of the
World Travel and Tourism Council (WTTC), served
as a Board Member of Tumi Inc. and participated
on multiple industry advisory boards. Claire is a
Certified Public Accountant and holds an MBA
from the J.L. Kellogg Graduate School of
Management at Northwestern University.
Key responsibilities: These include all aspects
of brand design and commercial delivery, loyalty,
partnerships, customer experience, and
marketing execution.
Jolyon joined IHG in 2001, as Director of
Operations in New South Wales, Australia,
and then held roles of increasing responsibility
across IHG’s Asia-Pacific region. He became
Regional Director Sales and Marketing for
Australia, New Zealand and South Pacific in 2003,
relocated to Singapore in 2005 and held positions
of Vice President Operations South East Asia and
India, Vice President Resorts, and Vice President
Operations, South East and South West Asia.
Jolyon graduated from William Angliss Institute
in Melbourne with a concentration on Tourism
and Hospitality.
Key responsibilities: These include the
management, growth and profitability of IHG’s
fastest growing region, Greater China.
In 2011, Yasmin was awarded a Companion of the
Order of the Bath (CB) in the New Year’s honours
list in recognition of her career in government
communications. In addition, Yasmin sits on the
Board of Trustees for the British Council, the UK’s
international organisation for cultural relations and
educational opportunities, and is a Board Trustee
member of the Sustainable Hospitality Alliance.
Key responsibilities: Yasmin is responsible for
all global corporate affairs activity, focused on
supporting and enabling IHG’s broader strategic
priorities. This includes all external and internal
communications, covering both corporate and
consumer brand PR; global government affairs
work; and leading IHG’s Corporate
Responsibility strategy.
Key responsibilities: These include overseeing
our approach to corporate governance, risk
management, insurance, regulatory compliance,
internal audit, legal and hotel standards.
Skills and experience: Claire joined IHG with
an in-depth knowledge of the hospitality industry
having spent 11 years at American Express in a
range of senior leadership roles across marketing,
consumer travel and loyalty. In her tenure there,
Claire was General Manager (GM), Global Travel
and Lifestyle, where she led a team responsible
for delivering luxury lifestyle services, and she
held additional roles including GM for Consumer
Loyalty, GM for US Consumer Travel, and Senior
Vice President, Global Marketing and Brand
Management. Claire has also held senior marketing
positions at Dell, as well as finance and general
management roles at PepsiCo/Quaker Oats
Company, building significant expertise across
technology, retail e-commerce, financial services,
and travel and hospitality sectors.
Skills and experience: Prior to his appointment
as CEO for Greater China, Jolyon was Chief
Operating Officer (COO) for the Americas,
leading the region’s operations for franchised
and managed hotels, in addition to cultivating
franchisee relationships and enhancing hotel
operating performance. Jolyon has also served as
COO for Greater China for almost four years, with
oversight of the region’s hotel portfolio and brand
performance, food and beverage brand solutions,
new hotel openings and owner relations.
Skills and experience: Before joining IHG in April
2012, Yasmin was Director of Communications at
the Home Office, where she advised the Home
Secretary, ministers and senior officials on the
strategic development and daily management
of all the Home Office’s external and internal
communications. She was previously Director
of Communications at the Department for
Environment, Food and Rural Affairs; Head of
Communications for Welfare to Work and New
Deal; and Head of Marketing at the Department for
Education and Skills. Before joining government
communications, Yasmin was Publicity
Commissioner for the BBC, where she led
communications activity around the launch of a
new digital learning channel and around the BBC’s
educational output for both adults and children.
Skills and experience: Nicolette joined IHG in
2001, and was appointed Deputy Company
Secretary in August 2011, during which time she
worked very closely with the Board, Executive
Committee and wider organisation to ensure
best-in-class delivery and compliance across our
legal and regulatory areas. Nicolette is a solicitor
and prior to joining IHG worked for Linklaters in
London and Findlay & Tait (now Bowmans) in South
Africa. Nicolette was appointed as Company
Secretary on 1 March 2019.
80
IHG | Annual Report and Form 20-F 2020
Governance Wayne Hoare
Chief Human Resources Officer
Appointed to the
Executive Committee:
September 2020
(joined the Group: 2020)
Kenneth Macpherson
Chief Executive Officer, EMEAA
Appointed to the
Executive Committee:
April 2013
(joined the Group: 2013)
George Turner
Executive Vice President,
Chief Commercial
and Technology Officer
Appointed to the
Executive Committee:
January 2009
(joined the Group: 2008)
Skills and experience: Wayne has more than 30
years of experience in HR, and joined IHG from
RCL FOODS, the second largest foods business in
South Africa, where he spent the last seven years
as the company’s Chief Human Resources Officer,
leading RCL FOODS’ culture building and talent
strategy for 25,000 employees. Prior to joining
RCL FOODS, Wayne spent 26 years at Unilever,
where he worked across a broad range of roles in
both mature and developing markets across
Europe, North America, Asia, Africa and
the Middle East.
Wayne’s most recent role at Unilever was as SVP,
HR – Global Centres of Expertise, where he held
responsibility for the Global Talent, Leadership
Development and Reward teams. He led the
development of the company’s HR strategy on
enabling a performance culture focused on
growth.
Key responsibilities: These include global talent
management, learning and capability building,
diversity, organisation development, reward and
benefit programmes, employee relations, and all
aspects of the people and organisation strategy
for the Group.
Key responsibilities: Kenneth is responsible for
the management, growth and profitability of the
EMEAA region. He also manages a portfolio of
hotels in some of the world’s most exciting
destinations, in both mature and emerging markets.
Key responsibilities: These include distribution;
channels; revenue management; property, owner,
guest and enterprise solutions; guest reservations
and customer care; digital; information security;
technology and global sales.
Skills and experience: Kenneth became CEO,
EMEAA in January 2018. Kenneth was previously
IHG’s CEO for Greater China, a role he held from
2013 to 2017. Kenneth has extensive experience
across sales, marketing strategy, business
development and operations. In addition to
12 years living and working in China, Kenneth’s
career includes experience in Asia, the UK, France
and South Africa. Before IHG, Kenneth worked for
20 years at Diageo, one of the UK’s leading
branded companies. His senior management
positions included serving as Managing Director
of Diageo Greater China, where he helped to build
the company’s presence and led the landmark deal
to acquire ShuiJingFang, a leading manufacturer of
China’s national drink, and one of the first foreign
acquisitions of a Chinese listed company.
Skills and experience: In February 2019,
George was appointed as Chief Commercial
and Technology Officer. Prior to this, George
spent over a decade as IHG’s EVP, General
Counsel and Company Secretary, with
responsibility for corporate governance, risk
and assurance, legal, corporate responsibility
and information security. He is a solicitor,
qualifying to private practice in 1995. Before
joining IHG, George spent over 10 years with
Imperial Chemical Industries PLC, where he held
various key positions including Deputy Company
Secretary and Senior Legal Counsel.
Our Executive Committee
IHG | Annual Report and Form 20-F 2020
81
Governance Governance structure
We remain committed to maintaining the highest standards
of corporate governance. Our governance framework is led
and directed by the Board, which in turn delegates certain
responsibilities to its Committees to support IHG’s purpose,
values and strategy, as well as our commitment to conducting
business responsibly.
The Board and its Committees
The Board establishes the Group’s purpose, values and strategy,
and is responsible for promoting the long-term sustainable success
of the Group. A number of key decisions and matters are reserved
for the Board and are not delegated to management. The schedule
of matters reserved for the Board was reviewed at the December
2020 Board meeting and is available on our website. The Board also
has responsibility for reviewing the means for the workforce to raise
concerns in confidence and the reports arising from its operation.
The Board is supported by its Principal Committees, namely the
Audit Committee, Responsible Business Committee, Nomination
Committee and Remuneration Committee, to assist it in carrying
out its functions, overseeing the delivery of strategic objectives
and driving sustainable value for shareholders and considering the
impacts on, and interests of, other stakeholders. Details of how the
Board spent its time during 2020 can be found on pages 83 and 84.
Management Committees
Operational matters, routine business and information disclosure
procedures are delegated by the Board to Management Committees.
The Executive Committee is chaired by the CEO and considers
and manages a range of day-to-day strategic and operational issues
facing the Group, including the development of the Group’s strategy
and budget for the Board’s approval, executing the strategic plan
once agreed by the Board, monitoring the Group’s performance and
providing assurance to the Board in relation to overall performance
and risk management.
The General Purposes Committee is chaired by an Executive
Committee member and attends to business of a routine nature and
to the administration of matters, the principles of which have been
agreed previously by the Board or an appropriate Committee.
The Disclosure Committee is chaired by the Group’s Financial
Controller and ensures that proper procedures are in place for
statutory and listing requirements. This Committee reports to
the Chief Executive Officer, the Chief Financial Officer and
the Audit Committee.
More information on our Board and Committees is available on our
website at www.ihgplc.com/investors under Corporate governance.
The Chair and Company Secretary continue to operate a thorough
two-tiered collaborative process for setting the Board agenda to
ensure that the focus and discussion strikes the appropriate balance
between short-term needs of the business and the longer term. The
Chair or Committee Chairs, CEO and Company Secretary also liaise
in advance of each Board and Committee meeting to finalise the
agendas and ensure that sufficient time is allocated and in which
order each matter is considered. The Company Secretary maintains
an annual agenda schedule for Board meetings that sets out
strategic and operational matters to be considered.
The Board held eight scheduled meetings during the year,
and individual attendance is set out on page 75. All Directors
are expected to attend all Board meetings and relevant Committee
meetings unless they are prevented from doing so by prior
commitments, illness or a conflict of interest. If Directors are unable
to attend Board or Committee meetings, they are sent the relevant
papers and asked to provide comments to the Chair of the Board
or Committee in advance of the meeting so that their comments
can be duly considered.
Time is set aside at the start and end of each Board meeting
for the CEO to meet with the Chair and Non-Executive Directors,
and for the Chair to meet privately with the Senior Independent
Non-Executive Director (SID) and Non-Executive Directors to discuss
any matters arising. The SID continues to be available to discuss
concerns with shareholders, in addition to the normal channels
of shareholder communication.
During 2020, in addition to the Group’s response to the Covid-19
pandemic, the Board focused on strategic and operational matters,
corporate governance, investor relations and risk management.
Throughout the year, the Board continued its stakeholder
engagement activities and taking into account the views and
interests of stakeholders in our decision-making. Details of the
Board’s engagement with the Group’s employees (pursuant to the
‘Voice of the Employee’ approach approved by the Board during the
year) are set out on page 92. Information in relation to our regard for
environment and community matters is provided on page 29. Details
of our engagement with suppliers, hotel owners and guests are
included on pages 31 to 32, and information about our engagement
with shareholders and investors is on page 33.
Working under Covid
As circumstances developed, the Board adjusted its schedule to allow appropriate time to address the impact of the Covid-19
pandemic and oversee the Group’s response to it. The Board also modified its ways of working in response to the pandemic,
for example:
• when physical meetings became impracticable, Board and Committee meetings were held by video and telephone conference;
• in addition to the usual scheduled Board meetings, there were regular additional meetings and update calls to monitor the impact of
the pandemic and consider the Group’s response to it;
• regular contact was also established between the Board and management outside of scheduled meetings, allowing Directors to
provide additional support and challenge to management to ensure the best decision-making possible;
• a Board ‘Dashboard’ containing key trading and financial metrics was produced and shared regularly with Board members; and
• the Board also liaised closely with shareholders and advisers in relation to the Group’s response to the pandemic.
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IHG | Annual Report and Form 20-F 2020
Governance Board activities
Board meetings
The key focus areas for the Board during 2020 are outlined below, which should be read in conjunction with the Section 172 statement on
pages 22 to 23:
Covid-19 impact
and response
Area of discussion
Crisis management
Risk and governance
Our people and culture
Stakeholder impact
Finance
Strategic and
operational
matters
Strategy
Brand portfolio
Our people and culture
Financial and operational resilience
Corporate
governance
Updates from each of the Board Committees
Discussion topic and decisions made
The Board assessed the Group’s exposure to, and the financial impact of,
the pandemic and reviewed management’s Covid-19 crisis management
response plans, including the organisational arrangements for
remote working.
The Board reviewed the Group’s approach to risk assessment and mitigation,
the impact on the control environment, governance and business continuity.
The Board reviewed and agreed to measures in relation to executive
and employee pay and organisational restructuring to adapt the Group’s
resources to the crisis, including pay reductions, temporary furlough and
reduced working hours, and redundancies. The Board took into account a
detailed review of the impact on employees before endorsing the plans,
and further reviewed measures to support impacted employees.
The Board received detailed information on measures taken to support
and communicate with key stakeholders, including investors, hotel owners,
guests, suppliers and communities and focused throughout on the balancing
of stakeholder interests.
Board discussions covered a broad range of topics, including the pandemic’s
impact on revenues and financial results, cost containment measures, the
decision to withdraw the 2019 final dividend recommendation and suspend
dividends, the Group’s cash and liquidity position and access to new funding.
In this respect, the Board also considered and approved the issuance of
£600m of commercial paper under the UK Government’s Covid Corporate
Finance Facility as well as the issuance of two further bonds and the
completion of a tender offer of a bond under the Group’s EMTN bond
programme. Further, the Board monitored and approved the amendments
to, and extension of, the Group’s $1.35 billion revolving credit facilities.
The Board also considered and approved additional stock exchange
announcements relating to the Group’s trading and financial position.
The evolution of IHG’s purpose and strategy, including ESG priorities and
a post-Covid 19 growth strategy.
Consideration of strategy to strengthen the quality and consistency of our
brands in each case taking into account the brand proposition for owners and
with a focus on customer centricity and driving digital and technological
advantage. The Board also approved the IHG Masterbrand strategy.
The Board considered the feedback provided from the ‘Voice of the
Employee’ engagement plan and actions taken to support employees.
The Board reviewed employee communications and wellbeing measures.
The Board also had oversight of the Group’s diversity and inclusion initiatives.
The Board undertook a regular review (by way of a Board ‘Dashboard’) of key
financial and operational indicators, including revenue, cash, liquidity,
working capital and market demand.
Details of Committee activities during 2020 can be found on pages 86 to 93
and 96 to 111.
Confidential Disclosure Channel Reports
The Board received reports of confidential matters disclosed.
Corporate governance and regulatory updates, including
reviews of regulatory developments and any upcoming
legislative changes affecting the business, the Board and/
or its Committees
Regular internal updates are provided to the Board covering key regulatory
and corporate governance developments in areas such as corporate
reporting in relation to Covid-19 and ESG considerations, and how the Group
is responding.
Year-end matters, including the Annual Report
and Form 20-F
Details of the review process of the Annual Report and Form 20-F can be
found on pages 86 to 87.
Board effectiveness evaluation
Details of the process and outcome of the internal Board effectiveness review
can be found on page 85.
Board activities
IHG | Annual Report and Form 20-F 2020
83
Governance Board activities continued
Board meetings continued
Risk
management
Area of discussion
Cybersecurity
Internal controls and risk management systems, our risk
appetite and our global insurance programme
Terms of Reference for each Board Committee
Investor
relations and
communications
Updates on investor perceptions and shareholder
relations, consideration of analysts’ reports and
media updates
Global communications updates
Preparations for the AGM
Discussion topic and decisions made
Discussions and presentations covered threats and trends in the hospitality
industry, the Group’s key systems and risk appetite as well as managing cyber
risks in a remote environment. The Board also reviewed the policies and
actions taken to address threats and mitigate risks.
Regular updates were received on internal controls, risk management
systems, principal and emerging risks, our risk appetite and global insurance
programme. Reports on risk topics were delivered by the Chair of each
Committee.
Minor changes to the Nomination Committee’s Terms of Reference were
considered and approved. The Terms of Reference for all Committees and
the Matters Reserved for the Board can be found on our website.
The Board receives a regular report outlining share register movement,
relative share price performance, Investor Relations activities and
engagement with shareholders. The Board also considered feedback from
the regular investor and analyst perception survey as well as individual
meetings with investors.
The Board receives a regular report on global communications covering areas
including activity across key regions, our brands, people, and owners.
The Board assessed changes to plans for the 2020 AGM caused by
restrictions on group meetings. Details of the 2021 AGM can be found
on page 33.
Director induction, training and development
Ongoing Director training and development
We understand the importance of an ongoing training programme
for Directors to enable them to fully understand the Group’s
business and operations in the context of the rapidly developing
environment in which it operates. The Chair continues to review the
training and development needs with each Director on a regular
basis and the Board is made aware of training opportunities.
Board and Committee meetings are regularly used to update
Directors on developments in the environment in which the business
operates and in-depth presentations are provided on key topical
areas. Training in 2020 included sessions on cyber risk management
and environmental, social and governance (ESG) considerations,
with a focus on climate risk and the Task Force for Climate-related
Financial Disclosures (TCFD).
In addition, the Company Secretary provides regular updates on
regulatory, corporate governance and legal matters and Directors
are able to meet individually with senior management if necessary.
Directors are also encouraged to attend external training events to
update their skills and knowledge.
Ordinarily, Board meetings are held at IHG corporate offices
and hotels around the world to provide exposure to, and first-hand
experience of, our regional teams and different brands. However
in 2020, the majority of Board and Committee meetings were
held by video conference.
Additional appointments
During 2020, the Board considered the proposed appointments of
Keith Barr and Sharon Rothstein as non-executive directors of Yum!
Brands, Inc. and Afterpay Limited respectively, taking into account
the time commitment required for each role. It was concluded that
the additional appointments should not adversely impact their
performance, but should enhance their ability to provide
constructive challenge and strategic guidance.
New Director inductions
All new Directors, upon appointment, undergo a comprehensive
and formal induction programme which is tailored to meet their
individual needs. We believe this is crucial to ensure our Directors
have a full understanding of all aspects of our business and
familiarity with the Group’s purpose, culture and values, to ensure
they are able to contribute effectively to the Board.
Tailored induction plans were prepared for Sharon Rothstein,
Graham Allan and Duriya Farooqui in advance of their appointments
to the Board from 1 June, 1 September and 7 December 2020
respectively. The induction plans included:
• information on the Group’s purpose, culture, values and
strategy, including its business model, brands and the markets
in which it operates;
• an overview of how the Group generates value for its shareholders,
has regard for its stakeholders and the environment and how it
contributes to wider society;
• our approach to internal controls and our risk management strategy;
• information on the Board, its Committees and IHG’s governance
processes, with a particular focus on the Committees to which
Sharon, Graham and Duriya are appointed;
• a reminder of the rules relating to maintaining the confidentiality
of inside information and restrictions in dealing in IHG shares,
together with a briefing on the policies and procedures IHG
has in place to ensure compliance with such rules;
• meetings with members of the Board and the Executive
Committee, senior management from functions across the Group,
the external Auditor and other key external advisers; and
• following the onset of the pandemic, information in relation to
the impact of Covid-19 on the Group’s strategy, operations,
governance, risks and controls, and response.
The induction plans also include visits to IHG corporate offices and
hotels across our brands, to meet colleagues and owners and spend
time with our General Managers. In light of the impact of the
Covid-19 pandemic, it has not been possible for such visits to take
place however they will be arranged as appropriate when
circumstances permit.
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IHG | Annual Report and Form 20-F 2020
Governance Board effectiveness evaluation
Internal evaluation
Following the full external evaluation carried out by Mr. Christopher
Saul of Christopher Saul Associates in 2019, in 2020 the Board
undertook an internal evaluation.
Board members were asked to consider the Board’s overall
effectiveness by completing an internal effectiveness questionnaire,
which focused on the Board’s effectiveness generally, as well as the
role that the Board played during the Covid-19 pandemic. The key
topics covered in the evaluation included:
• the Board’s composition, succession planning and alignment with
the needs of the business;
• the Board’s work processes including agenda setting, information
flow, areas of engagement and use of time;
• the Board’s engagement with key stakeholders, including
shareholders and employees;
• the Board’s dynamics and effectiveness of meetings, including
relations with management;
• the role played by the Board during the Covid-19 crisis and the
content and timing of critical management information and
reporting;
• the Board’s focus on long-term strategy and recovery from the
Covid-19 crisis; and
• the structure and effectiveness of the Principal Committees.
The responses of Board members to the questionnaire were largely
favourable in relation to all areas of the Board’s operation and, in
particular, in relation to the Board’s response to the pandemic. The
feedback highlighted that the Board effectively balanced supporting
management’s response to the crisis, challenging key decisions
where appropriate, whilst ensuring appropriate governance and
safeguarding the Group’s reputation, financial resilience and
stakeholder value. The increased reporting of key metrics (financial
and other) during this period, combined with the quality and content
of materials prepared for the Board, enabled the Board to
appropriately assess and consider options, taking into account the
relevant risk landscape, and allowing for swift decision-making.
Board members were satisfied with the level and quality of
engagement with management, the Principal Committees and
shareholders, and further noted that consideration of the ‘Voice
of the Employee’ and the impact of decisions on all relevant
stakeholders was regularly included in the Board decision-
making process.
With regard to implementation of the actions agreed in relation to
the 2019 Board effectiveness evaluation, Board members generally
agreed that this work had progressed well, particularly in relation
to revising the cadence of meetings, engagement with the CEO,
streamlining and enhancing the information provided to the Board,
and revising the Terms of Reference for the Principal Committees
to avoid overlap, particularly in relation to diversity and ‘Voice of
the Employee’. It was noted, however, that other areas, including
balancing time spent between updates and Board discussion,
remained a work-in-progress, particularly given the immediate
demands presented by the pandemic and the required move
to virtual meetings.
The following areas of continued focus and recommended actions
for 2021 were noted:
Area for focus
Long-term strategy
Action items
As the focus throughout much of 2020 was on short and mid-term objectives, in 2021 the Board will focus on the
Group’s long-term, strategic objectives as recovery from the Covid-19 pandemic progresses.
Board meeting agendas and
information provided to the Board
Board meeting agendas will be reviewed to ensure that sufficient time is provided for debate and discussion of key
agenda items, in addition to receiving presentations.
The information pack provided to the Board in advance of meetings will be further reviewed and revised as
appropriate to incorporate more forward-looking and externally focused perspectives, such as brand, customer
and competitor insights.
Board meeting dynamics
Board meetings will revert to taking place ‘face-to-face’ as soon as practicable, to facilitate deep and engaged
discussion as well as more informal dialogue between Board members and management.
Board succession planning
The Board will continue to focus in 2021 on Board refreshment and succession planning.
Directors’ performance evaluation
In addition to the internal Board evaluation process outlined above,
the Chair undertook individual feedback discussions with Directors
as appropriate, focusing on their individual contribution, time
commitments and areas for development. It was concluded that
the Directors perform their duties effectively and dedicate sufficient
time to discharge their Board responsibilities.
The performance assessment of the Chair was led by the SID. The
Chair’s evaluation consisted of gathering feedback from the
Non-Executive Directors, covering:
• leadership of the Board through the Covid-19 pandemic;
• the Board’s culture and the Chair’s ability to facilitate constructive
Board relations; and
• managing the Board in accordance with high standards of
corporate governance.
The CEO evaluation was led by the Chair, who collected feedback
from the Non-Executive Directors. Key areas of focus included:
• leadership effectiveness in developing and implementing IHG’s
response to the Covid-19 pandemic;
• the Group’s financial performance;
• effectiveness in protecting and enhancing IHG’s reputation; and
• the relationship and ability to work effectively with the Board.
Board activities
IHG | Annual Report and Form 20-F 2020
85
Governance Audit Committee
Key duties and role of the Committee
Key objectives and summary of responsibilities
The Audit Committee is responsible for ensuring that IHG maintains
a strong control environment. It monitors the integrity of IHG’s
financial reporting, including significant financial reporting judgements,
maintains oversight and reviews our systems of internal control
and risk management, monitors and reviews the effectiveness
and performance of internal and external audit functions, as well
as reviewing the behaviours expected of IHG’s employees
through the Code of Conduct and related policies.
The Committee’s role, responsibilities and authority delegated to it
by the Board are set out in its Terms of Reference (ToR), which are
reviewed annually and approved by the Board.
The ToR are available at www.ihgplc.com/investors
under Corporate governance.
The Committee’s key areas of focus over the year have been:
• reviewing the Group’s approach to the management of risk in light
of the impact of Covid-19;
• assessing and obtaining assurance on the effectiveness and
resilience of the Group’s internal control environment throughout
the Covid-19 disruption;
• reviewing the measures taken in respect of employee and guest
safety and operational risk in response to Covid-19;
• reviewing and challenging financial reporting throughout the year
to ensure the impact was appropriately reflected, particularly in key
areas including going concern and impairments;
• reviewing the Group’s Internal Audit plan and budget; and
• overseeing the transition of the external Auditor.
Membership and attendance at meetings
Details of the Committee’s membership and attendance at meetings
are set out on page 75. The CFO, General Counsel and Company
Secretary, Group Financial Controller, Head of Risk and Assurance
and our external Auditor, EY, attended all meetings in 2020. Other
attendees are invited to meetings as appropriate; and the CEO and
all other Directors attended Committee meetings where the
approval of financial reporting was considered and discussed.
PwC also attended certain meetings as part of the external Auditor
transition. The Committee continues to hold private sessions with
the internal and external Auditors without the presence of
management to ensure that a culture of transparency is maintained.
The Committee Chair continues to have recent and relevant financial
experience and all members of the Committee are Independent
Non-Executive Directors. In accordance with the Code, the Board
also considers that the Committee as a whole possesses
competence relevant to the Company’s sector, having a range
of financial and commercial experience in the hospitality industry
and the broader commercial environment in which we operate.
Further details of the skills and experience of the Board can be
found on pages 76 to 79.
Reporting to the Board
Following each Committee meeting, the Committee Chair updates
the Board on key issues discussed. The papers and minutes for each
meeting are circulated to all Board members, who are invited to
request further information if required and to provide any challenge
where necessary.
I am pleased to present the Committee’s report for the
year ended 31 December 2020. These pages outline how the
Committee discharged the responsibilities delegated to it by
the Board over the course of the year, and the key areas of
focus for the Committee in doing so.
While the Committee’s core duties were unchanged, a number
of areas became increasingly critical through the year due to
the impact of the Covid-19 pandemic and the risks that this
posed. Reviewing the impact of the pandemic on, and the
nature of the changes made to, the Group’s risk management
and internal control arrangements was a priority in light of the
unpredictable and dynamic nature of the risk environment.
There was also additional focus on the approach to financial
reporting throughout the year given the uncertainty and
complexity caused by the pandemic and considering the
guidance updates from regulatory bodies including the FRC.
Despite the challenges brought by the pandemic, I am
pleased to report that the external Auditor transition from
Ernst & Young LLP (EY) to PricewaterhouseCoopers LLP (PwC)
is progressing well.
The Committee fulfils a vital role in the Company’s governance
framework, providing valuable independent oversight across the
Company’s financial reporting and internal control procedures.
In a year of heightened risk and uncertainty, in order to ensure
the Committee was able to fulfil its role through this most
challenging period, Audit Committee agendas were designed
to anticipate key risk areas and those significant matters
(outlined on page 90) most impacted by Covid-19. This
provided ample opportunity for early scrutiny and challenge.
Also, throughout the year, management and EY have worked
closely together to manage to a challenging timetable. In this
regard, I would like to thank all those across the business who
have assisted the Committee in fulfilling its role during the year,
and who have worked so hard to complete the necessary work
within our usual timelines.
Ian Dyson
Chair of the Audit Committee
22 February 2021
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IHG | Annual Report and Form 20-F 2020
Governance Effectiveness of the Committee
The effectiveness of the Committee is monitored and assessed
regularly by the Chair of the Committee and the Chair of the Board.
In 2020, the Committee members were also asked to consider
its effectiveness by reviewing an effectiveness questionnaire
and the responses to it. The evaluation responses concluded
that the Committee remains effective and noted that it took
into consideration both risk appetite and the control framework
around identified principal risks, as well as specifically considering
risks that were heightened by the impact of Covid-19.
Focus areas and activities
Financial and narrative reporting
During the year, the Committee reviewed and recommended
approval of the interim and annual Financial Statements (considering
the relevant accounting and reporting matters such as impairment
reviews, key judgement areas, going concern and viability
statements) and the Group’s quarterly trading updates. All
members of the Board are asked to attend these meetings.
As well as receiving input and guidance from EY on the areas
outlined above, the Committee also received regular reports from
the Chair of the Disclosure Committee, which liaised closely with
other external advisers of the Group to ensure that disclosure and
regulatory requirements were being appropriately considered and
met. Copies of all of the Disclosure Committee’s minutes were also
circulated to the Committee.
The Committee received early drafts of the Annual Report and
Form 20-F 2020 (Annual Report), and when providing comments
considered: (i) the process for preparing and verifying the Annual
Report, which included review by members of the Executive
Committee and input from senior employees in the Operations,
Strategy, Human Resources, Finance, Risk and Assurance and Legal
teams; (ii) a report from the Chair of the Disclosure Committee; and
(iii) the checklist prepared by the Annual Report team confirming
compliance with the relevant regulatory requirements.
The Committee also considered management’s analysis of how the
content, taken as a whole, was ‘fair, balanced and understandable’,
and whether it contained the necessary information for shareholders
to assess the Group’s position, performance, business model and
strategy. In order to reach this conclusion, a dedicated project team
worked on the contents of the Annual Report and a detailed
verification process to confirm the accuracy of the information
contained within the Annual Report was undertaken by the Financial
Planning and Analysis department. The Committee then considered
both the structure and content of the Annual Report to ensure that
the key messages were effectively and consistently communicated
and that meaningful links between the business model, strategy,
KPIs, principal risks and remuneration were clearly identified
throughout the Annual Report. The Committee specifically
considered the adequacy of the disclosures of the impact of
Covid-19 on performance, strategy and business resilience and
where Covid-19 has impacted the nature of the judgements and
estimation uncertainty.
Following a review of the contents of the Annual Report alongside
the aforementioned criteria, the Committee reported its
recommendation to approve the Annual Report to the Board.
Significant matters in the 2020 Financial Statements
Throughout 2020, the Committee was kept informed of the
impact of Covid-19 on the Group, including accounting matters,
going concern and viability considerations and the UK FRC
pronouncements. The Committee provided ongoing challenge
of management’s accounting, reporting and internal controls to
ensure the implications of Covid-19 have been duly considered.
As always, the Committee discussed with management and EY
the key judgements applied in the Financial Statements, the
exceptional items arising in the year and the impact of any
accounting developments or legislative changes. The Committee
has satisfied itself that management had adequately identified and
considered all potentially significant accounting and disclosure
matters. The key items discussed are outlined on page 90.
Internal control and risk management
The Board is responsible for establishing procedures to manage
risk, overseeing the internal control framework and determining the
nature and extent of the principal risks the Company is willing to take
to achieve its long-term objectives. The Committee supports the
Board by reviewing the effectiveness of the Group’s internal control
and risk management systems and assessing emerging and
principal risks.
In order to effectively review the internal control and risk
management systems, the Committee:
• receives regular reports from management, Risk and Assurance
and the external Auditor on the effectiveness of the systems for
risk management and internal control, including financial,
operational and compliance controls.
• reviews the process by which risks are identified (including
procedures in place to identify emerging risks) and assesses
the timeliness and effectiveness of corrective action taken by
management, including regular reports and presentations on
the Company’s overall internal control, risk management
system and principal risks.
• receives additional reports throughout the year relevant to internal
control and risk management, both financial and non-financial, to
ensure that current and emerging risks are identified, assessed and
appropriately managed (see pages 34 to 35 for further detail on
our risks and initiatives to manage them).
As part of the Committee’s review of the internal control and risk
management systems, key financial, operational and compliance
controls across the business continue to be monitored and tested
throughout the year. The Committee assesses the approach to
Sarbanes-Oxley Act 2002 (SOX) compliance in accordance with
our US obligations and reviews reports on the progress of the SOX
programme at each meeting. During 2020, the Committee assessed
additional controls and testing put in place to mitigate the risks
arising from the Covid-19 pandemic, for example to preserve the
Group’s liquidity and cash positions. The Committee considers the
Group’s treasury and tax strategy policies annually and, during 2020
approved minor changes to the Group Treasury Policy and the
Group’s published ‘Approach to Tax’.
Our Approach to Tax document is available at
www.ihgplc.com/responsible-business
Having reviewed the internal control and risk management systems
throughout the year, with particular emphasis on actions taken to
mitigate the impact of Covid-19, the Committee concluded that the
Group continues to have an effective system of risk management
and internal controls, and that there are no material weaknesses in
the control environment and no significant failings or weaknesses.
Audit Committee
IHG | Annual Report and Form 20-F 2020
87
Governance Audit Committee continued
Principal risk areas
During the year, particular attention was paid to the review and
assessment of principal and emerging risks in light of the challenges
created by the Covid-19 pandemic. The Committee observed that,
while the crisis did not fundamentally change the risks to the
execution of the Group’s strategy, several risks were heightened
and impacted by constrained resources (including financial
and management time).
The Committee considered the following areas:
• the impact on the Group’s business of a sustained downturn
caused by several waves of the pandemic and a longer recovery
period for the industry.
• the impact of organisational changes and different working
arrangements on hotel and corporate employees.
• the potential for disruption and additional stress on risk
management and internal control arrangements, for example as a
result of closure of key locations and increased remote working.
• the increased expectations of guests in relation to cleanliness
and hygiene standards.
• threats to cybersecurity and information governance in the
context of the rapidly evolving environment.
Further details of our principal risks, uncertainties and review
process can be found on pages 36 to 41.
Relationship with external Auditor
A detailed audit plan was received from EY at the beginning of the
audit cycle for the 2020 financial year, which gave an overview of
their approach to the audit, outlining the significant risk areas and
in particular the approach to materiality and scoping of the audit.
EY updated the Committee on adjustments made to the audit plan
as a result of the Covid-19 pandemic.
The Committee regularly reviewed the significant audit risks and
assessed the progress of the audit throughout the year.
Non-audit services
The independence and objectivity of the non-audit services
provided by EY to the Group are safeguarded by IHG’s Audit and
Non-Audit Services Pre-Approval Policy. The policy is reviewed by
the Audit Committee annually, and in 2020 the policy was updated
to reflect the revised FRC Ethical and Accounting Standards that
became effective in March 2020. The Committee also noted the
application of the policy to non-audit services provided to the Group
by Pricewaterhouse Coopers LLP (PwC) as the Company’s statutory
auditor for the financial year ending 31 December 2021 (subject
to shareholder approval at the Company’s Annual General
Meeting in 2021).
The policy requires that pre-approval is obtained from the Audit
Committee for all services provided by the external Auditor before
any work can commence, in line with US SEC requirements without
any de minimis threshold. The Committee reviewed the audit and
non-audit fees incurred with EY on a quarterly basis during 2020.
Following these reviews, the Committee noted that there had been
no prohibited services (as defined by the Sarbanes-Oxley Act of
2002) provided to the Group in each period. The Committee is
prohibited from delegating non-audit services approval to
management and compliance with the policy is actively managed.
IHG is committed to maintaining non-audit fees at a low level and
the Committee is cognisant of investor advisory bodies’ guidelines
on non-audit fees. During 2020, 18% of services provided to the
Group were non-audit services (2019: 21%), primarily related to
System and Organisation Controls (SOC) Reports. Details of the fees
paid to EY for non-audit work during 2020, and for statutory audit
work during 2020 can be found on page 153. The Committee is
satisfied that the Company was compliant during the year with the
FRC’s Ethical and Auditing Standards in respect of the scope and
maximum permitted level of fees incurred for non-audit services
provided by EY. Where non-audit work is performed by EY, both the
Company and EY ensure adherence to robust processes to prevent
the objectivity and independence of the external Auditor being
compromised.
Risk and assurance – Internal Audit
The Committee discusses and approves the Internal Audit annual
plan, which aims to provide objective and insightful assurance that
appropriate controls are in place to support our strategy and growth
ambitions. Progress against the Internal Audit plan is reported at
each meeting and during 2020 the Committee reviewed closely
the prioritisation of internal audit resources while considering
the dynamic inherent risks created by the Covid-19 crisis and the
organisational and process changes which resulted from it. The 2021
plan presented to the Committee in December 2020 will maintain
focus on the integrity of the risk management and internal control
system and will allocate particular attention to areas of heightened
risk and enablers of organisational recovery and resilience, for
example information security, third-party risk management and
talent risk management. Following consideration, the Committee
confirmed its agreement to the 2021 Internal Audit plan, including
the assurance priorities identified. The Committee reviews the
results of completed audits and observations from other ongoing
assurance and control improvement support, as well as actions
taken by management in response to Internal Audit’s work.
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IHG | Annual Report and Form 20-F 2020
Governance A functional effectiveness review of Internal Audit is undertaken
each year and reported to the Committee. Internal Audit has again
undertaken an assessment using feedback from auditees and senior
leadership and drawing on external experience from third-party
partner firms. This highlighted positive feedback on the proactive
support and independent challenge provided to management in a
heightened risk environment, continued alignment with the Global
Institute of Internal Audit Standard, and identified opportunities for
continuous improvement in 2021.
Governance and compliance
The Committee is responsible for reviewing the Group’s Code
of Conduct (which is reviewed and approved annually) and
related policies.
External Auditor – Ernst & Young LLP (EY)
The Committee assessed EY’s performance during the year,
including its independence, effectiveness and objectivity. EY
has been our Auditor since IHG’s listing in April 2003 and of
the Group’s predecessor businesses dating back to 1988.
As part of its review, the Committee determines the
independence of the external Auditor, considering, among
other things, its challenge to management and level of
professional scepticism, the amount of time passed since a
rotation of audit partner and the level of non-audit work that
it undertakes, details of which can be found on page 88.
To ensure the external Auditor’s independence is safeguarded,
lead audit partners are required to rotate every five years. Sarah
Kokot, who was appointed lead audit partner in 2016, has
continued her role during 2020.
The Committee also considered the effectiveness of the
relationship between EY and management as part of the
annual review process. This included the completion of feedback
questionnaires by the Committee members and 49 senior IHG
employees. Feedback was requested on a number of topics
including independence, assignment management and
communication. The Committee also received reports
from EY on its independence.
No significant issues were raised in the review of the Auditor
performance and effectiveness and, as a result, the Committee
concluded that EY continues to provide an effective audit and
maintain independence and objectivity.
Looking forward
During 2021, the Committee will focus on the continued preparation
for the orderly transition of audit services to PwC and the evolution
of the impact of the Covid-19 pandemic on the Group’s principal
risks, control environment and approach to financial reporting.
Audit transition
In August 2019, the Company announced the Board’s intention
to propose to shareholders at the 2021 AGM that Pricewaterhouse
Coopers LLP (PwC) be appointed as the Company’s statutory
Auditor for the financial year ending 31 December 2021. The audit
tender process undertaken was explained in detail in the Annual
Report and Form 20-F 2019.
A Transition Governance Committee, led by the Group Financial
Controller, was appointed to oversee the transition activities
undertaken in 2020. Given the impact of Covid-19, the planned
activities have been continuously reviewed throughout the year.
Specific activities undertaken by PwC included:
• achieving independence in the first half of 2020.
• meetings with senior management and executives across the
business, including a large number of individuals outside the
finance function.
• meetings with Board members, including the Audit
Committee Chair.
• the lead audit partner and second partner attending Audit
Committee meetings from August 2020.
• developing transition plans for key workstreams. As
Covid-19 developed, these transition plans have been
modified accordingly.
• providing regular reports on the progress of transition activities.
Updates have been provided to the Audit Committee by
management throughout the year. In December 2020, PwC
presented a report to the Audit Committee, including an overview
of key audit transition activities; the impact of Covid-19 on their
audit transition plan; and planned next steps.
An audit planning workshop is scheduled in March 2021, and PwC
will audit the 2021 financial year subject to shareholder approval at
the 2021 AGM.
Audit Committee
IHG | Annual Report and Form 20-F 2020
89
Governance Audit Committee continued
Significant matters in the 2020 Financial Statements
Area of focus
Issue/Role of the Committee
Conclusions/Actions taken
Impact of
Covid-19 on the
Group’s viability
and going
concern
Accounting for
IHG Rewards
Covid-19 has had a significant impact on
the profitability of the Group and
increased the level of uncertainty in
planning scenarios. The Committee
reviews management’s financial
modelling to conclude on the
appropriateness of the going concern
and viability assessment.
The Committee reviewed and challenged the scenarios considered by management in its
going concern assessment to June 2022 and viability assessment over the next three years and
concluded that these were appropriate and adequate. The Committee reviewed and challenged
the detailed cash flow forecasts and the mitigating actions available to management, and
considered the covenant waivers and relaxations in place, and concluded that the going
concern basis of accounting is appropriate. The Committee also reviewed and challenged
the reverse stress test assumptions to confirm the viability of the Group. The Committee
reviewed going concern disclosures (page 133) and the Viability statement (page 42)
and is satisfied these are appropriate.
Accounting for IHG Rewards requires
significant use of estimation techniques
and represents a material deferred
revenue balance. The Committee
reviews the controls, judgements and
estimates related to accounting for
IHG Rewards.
The Committee reviewed the deferred revenue balance and questioned the valuation approach,
the results of the external actuarial review and procedures completed, to determine the breakage
assumption for earned IHG Rewards points and the estimate that member behaviour patterns
would return to pre-Covid levels. The Committee reviewed a paper from management outlining
current loyalty trends (both member behaviour and changes to programme benefits) with a focus
on the potential impact of Covid-19 on deferred revenue and the breakage assumption. The
Committee concluded that the deferred revenue balance is appropriately stated.
Accounting for
the System Fund
Given the unique nature of the System
Fund, the Committee reviews the
controls and processes related to
System Fund accounting.
Impairment
testing
Impairment reviews require significant
judgement in estimating recoverable
values of assets or cash-generating
units and the Committee therefore
scrutinises the methodologies applied
and the inherent sensitivities in
determining any potential asset
impairment and the adequacy of the
related disclosures.
The Committee met with senior finance management to review and evaluate the risk
areas associated with the System Fund. The Committee reviewed a paper from management
summarising the principles determining the allocation of revenues and expenses to the System
Fund, and the related governance and internal control environment. The Committee also
reviewed a paper outlining the changes relating to intellectual property licence fee revenues
and InterContinental Ambassador revenues and costs (see page 150). The Committee
concluded that the accounting treatment of the System Fund, and related disclosures,
were appropriate.
The Committee reviewed management reports outlining the approach taken on impairment
testing and key assumptions and sensitivities supporting the conclusion on the various asset
categories. The Committee examined in detail the assumptions applied in calculating the
impairments recorded in the year (see pages 135 to 137), including the underlying cash
flow projections which reflect management’s expectations of the five-year recovery period
from Covid-19 (see page 135). The Committee specifically focused on the North America hotels
($35m), UK portfolio property, plant and equipment ($50m) and the related fair value
adjustment to contingent purchase consideration ($21m), the US corporate headquarters
($50m), Barclay associate ($13m), Six Senses management agreements ($41m) and assets
associated with the SVC portfolio ($66m) as well as the assumptions applied in testing the
InterContinental Boston.
The Committee considered management’s reports in respect of the appropriateness of the
Group’s cash-generating units and the level at which goodwill and brands should be tested for
impairment following the Group restructuring programme and the loss of the SVC portfolio. The
Committee challenged management and is satisfied that no impairment would have arisen if the
methodology applied in prior years had been applied. The Committee reviewed the disclosures
and is satisfied that they are appropriate.
The Committee concluded that it agreed with the determinations reached on impairment, and
the related change in the fair value of the UK portfolio contingent purchase consideration, the
classification of these as exceptional items and that the related disclosures were appropriate.
Expected credit
losses
Estimating expected credit losses on
trade and other receivables has been
subject to an increased level of
uncertainty in 2020 due to the
disruption from Covid-19 and has had a
more significant impact on the Group. In
this situation, the Committee reviews
the provision and considers the
adequacy of the disclosure.
The Committee reviewed management’s papers setting out the approach to calculating the
provision for expected credit losses, which is subject to greater uncertainty given the Group’s
limited experience of owners’ ability to pay during a pandemic. Factors considered include the
ageing of receivables, owners known to be in financial distress and the expected mitigating
impact of payment plans and other support offered by the Group. The Committee concluded
it agreed with the basis of calculation (which has resulted in a charge of $40m in 2020,
and an additional charge of $24m recognised in the System Fund). The Committee agreed
the improvement in cash collection in the second half of the year supports the classification
of expected credit losses within operating profit before exceptional items.
Litigation and
contingencies
From time to time, the Group is subject
to legal proceedings with the ultimate
outcome of each being subject to many
uncertainties. The Committee reviews
and evaluates the need for provisioning
on a case by case basis and considers
the adequacy of the disclosure.
At each meeting during the year, the Committee considered a report detailing all material
litigation matters. The Committee discussed and agreed any provisioning requirements for
these matters based on their underlying factors. The Committee reviewed the cost of an
arbitration award in the EMEAA region, and the release of a provision in respect of a lawsuit
previously filed against the Group in the Americas region which has now been settled. The
Committee agreed the classification of these items as exceptional and concluded that the
disclosures of litigation and contingencies were appropriate.
Exceptional
items
The Group exercises judgement in
presenting exceptional items. The
Committee reviews and challenges the
classification of items as exceptional
based on their materiality or nature.
The Committee reviewed papers prepared by management and considered the consistency
of treatment and nature of items classified as exceptional. The Committee reviewed and
challenged the significance, timing and nature of the exceptional items (see page 154)
which as well as the items mentioned above comprise gains on derecognition of lease
liabilities and right of use assets, gains on lease termination, provisions for onerous expenditure,
reorganisation costs, acquisition and integration costs primarily relating to Six Senses, other
impairments and financial expenses relating to the partial settlement of the Group’s outstanding
bonds. The Committee concluded that the disclosures and the treatment of the items shown
as exceptional were appropriate.
90
IHG | Annual Report and Form 20-F 2020
Governance Responsible Business Committee
Membership and attendance at meetings
The Committee’s membership and attendance at meetings
are set out on page 75. The Vice President, Global Corporate
Responsibility, the Chair of the Board and the CEO attended
all meetings held during the year.
Reporting to the Board
The Committee Chair updates the Board on all key issues raised at
Committee meetings. Papers and minutes for each meeting are also
circulated to all Board members, who are invited to request further
information where necessary.
Effectiveness of the Committee
The Committee’ s effectiveness continues to be monitored and
assessed regularly by the Committee’s Chair and the Chair of the
Board. In 2020, the Committee was also reviewed as part of the
internal Board evaluation process, where it was concluded that
the Committee remains effective.
Focus areas and activities
Responsible business commitments
The Committee assessed progress against the 2018-2020
responsible business targets and approved the Group’s 2030
responsible business commitments in the areas of our people,
communities, carbon and energy (including the science-based
targets for carbon reduction announced in 2020), waste and water.
Further information on our 2030 responsible business
commitments can be found on page 21 and at
www.ihgplc.com/responsible-business
Diversity and inclusion
During the year, the Committee assessed and refreshed the Group’s
diversity and inclusion commitments as part of the broader 2030
responsible business commitments and oversaw the programme of
activity that sits behind the Group’s diversity and inclusion plan. Focus
areas included the establishment of new employee resource groups
and actions to support the development of ethnic minority colleagues.
As at 31 December 2020, 39% of our senior leaders were women,
in addition to women comprising 38% of the Company’s Board.
Stakeholder engagement
The Committee received detailed updates from management on
the Group’s approach to responsible business during Covid-19 and
the steps taken to support stakeholders. Further information on the
measures taken to support employees, communities, hotel owners,
guests and suppliers is included on pages 26 to 32.
We were pleased to be listed again on the S&P Dow Jones
Sustainability World and European Indices.
TCFD
The Committee assessed the Group’s progress towards TCFD
alignment, including the completion of a TCFD readiness review.
Further information on TCFD including objectives for 2021 is
included on page 30.
Human Rights programme
The Committee considered the Group’s Human Rights programme
and in particular the adjustment of its focus to address risk areas
that increased as a result of Covid-19, such as workplace health
and safety, and living and working conditions for hotel colleagues
including migrant workers. Focus areas also included the ongoing
work to address forced labour and human trafficking risks. The
Committee also reviewed the 2020 Modern Slavery Statement.
Looking forward
In 2021, the Committee will focus on embedding the 2030
responsible business commitments and further preparing to report
in line with the TCFD framework.
I am pleased to share the Responsible Business Committee’s
report for the year.
In 2020, the Committee expanded its remit to assume
responsibility for assessing the Board’s engagement with the
workforce (see ‘Voice of the Employee’ on page 92) and the
Group’s diversity and inclusion agenda. Both of these areas were
the subject of particular focus in light of the racial injustice and
inequality movement seen across the globe during 2020.
The impact of Covid-19 was also dominant on the Committee’s
agenda. The Committee reviewed the impact of the pandemic
on the Group’s responsible business targets and priorities and
it considered from a responsible business perspective the
principles and approach adopted in relation to engagement
with our stakeholders, including our response to supporting
our communities.
The Committee was pleased to review and approve the Group’s
new 2030 responsible business commitments and to endorse
the bold, long-term ambitions designed to help shape the
future of responsible travel together with those who stay,
work and partner with IHG.
Jill McDonald
Chair of the Responsible Business Committee
22 February 2021
Key duties and role of the Committee
Key objectives and summary of responsibilities
The Committee reviews and advises the Board on the Group’s
responsible business objectives and strategy, including its impact
on the environment and climate change; social, community and
human rights issues; its approach to sustainable development and
responsible procurement; and stakeholder engagement in relation
to the Group’s approach to responsible business. The Committee
is also responsible for assessing the Board’s engagement with the
workforce and the Group’s diversity and inclusion agenda.
The Committee’s role, responsibilities and authority delegated to
it by the Board are set out in its Terms of Reference (ToR), which
are reviewed annually and approved by the Board.
The ToR are available at www.ihgplc.com/investors
under Corporate governance.
In addition to the areas outlined above, the Committee’s key
responsibilities and focus areas over the year have been:
• monitoring the progress against the Group’s 2018-2020 responsible
business targets and the impact of the Covid-19 pandemic; shaping
the Group’s post-2020 responsible business strategy and approving
the 2030 responsible business commitments;
• reviewing the Group’s diversity and inclusion initiatives and
objectives;
• overseeing responsible business stakeholder engagement;
• preparing to implement the recommendations of the Task Force
on Climate-related Financial Disclosures (TCFD); and
• overseeing the Group’s Human Rights programme.
Responsible Business Committee
IHG | Annual Report and Form 20-F 2020
91
Governance Responsible Business Committee continued
Voice of the Employee
“ It has been a privilege to be the first designated
NED for Voice of the Employee at IHG; there
is a real interest across the Board in employees’
views and a recognition that employees are the
heart of the business. I would particularly like to
thank employees who were willing to share their
perspectives with me and trusted me and IHG
to use those views responsibly. Many of my
meetings were with members of the various
D&I groups. IHG’s support to these groups
has been and will be a very real indication
of its commitment to listen and learn
from employees.”
Luke Mayhew
Former Non-Executive Director
The Board also considered the feedback provided by Luke and Jill
when it was engaged on key decisions that impacted employees,
such as furloughs, pay and benefit reductions and redundancies.
The Board considered the impact of proposals on employees prior
to the decisions being taken or communicated. Further information
on the Board’s regard for the interests of employees is set out on
pages 22 and 26.
A further learning from the activities during the year is that the
Voice of the Employee approach could be improved by gaining
more direct input and feedback from employees in other key markets
(outside the US and UK) and from frontline employees at hotels.
Plans for 2021
As Luke retired from the Board in December 2020, the Board
approved the transition of the Voice of the Employee responsibilities
to Jill McDonald, in light of her skills and experience gained from
partnering with Luke. It is anticipated that additional NEDs will assist
with and support the Voice of the Employee activities.
A schedule of discussions and feedback sessions has been
arranged for Jill and other NEDs as appropriate in 2021. The schedule
will involve a wider group of employees from regions outside the UK
and US and includes opportunities to interact with a cross-section of
leader groups, ERGs and Lean In circles across the regions to ensure
concerns and issues are understood by the Board. The Global HR
Leadership team will provide cultural insights and help to gauge
the organisational pulse.
Other plans of the Voice of the Employee programme for
2021 include:
• incorporating more direct engagement with employees at hotels
as part of the discussion and feedback sessions;
• all relevant Board and budget papers will continue to have an
employee impact assessment; and
• the Board will regularly review the approach in line with best
practice and changes in regulation.
During 2020, Luke Mayhew continued in his capacity as the
designated non-executive director (NED) with responsibility for
workforce engagement (Voice of the Employee), partnering with
Jill McDonald (Chair of the Responsible Business Committee).
Luke and Jill were supported by the Group’s Human Resources (HR)
team, which assisted with the planning of the Board’s workforce
engagement plan and provided data on various metrics relating
to employees such as employee engagement survey results.
Role and responsibilities
Their role is to:
• support management to design the structure and content of Board
discussions on employee engagement and culture;
• evaluate employee engagement approaches and their
effectiveness; and
• ensure that employee feedback and interests are factored into the
Board’s decisions and KPI setting.
Their responsibilities include ensuring that:
• the Board, through the Executive Committee, has effective
methods of receiving feedback from employees and
communicating Board and executive decisions and priorities
throughout the organisation;
• all significant business and budget proposals include a
management assessment of the impact on employees;
• Executives share employee feedback openly, transparently and in a
balanced way, including reviewing employee engagement surveys
and other employee reports including whistleblowing; and
• other NEDs also gather feedback and perspectives
from employees.
2020 Engagement
In 2020, Luke and Jill undertook a programme of activities to engage
with the views of employees and had detailed exposure to many of
IHG’s employee feedback mechanisms. They attended a number
of meetings with employee forums, including leader groups and
Employee Resource Groups (ERGs) in the UK and US. Discussion
topics included IHG’s response to the pandemic, mental health and
wellbeing, the positives and challenges of remote working and job
security and talent retention.
As the number and scope of such employee meetings were limited
because of the Covid-19 pandemic (due to the impact of furlough for
example), additional engagement and activities undertaken by Luke
and Jill during the year included:
• monitoring and reviewing the content (and, where relevant,
recordings) of regional town hall meetings, global ‘all employee’
CEO calls, Lean In circles and ‘Learning with Leader’ podcasts;
• reviewing employee dashboards and survey results; and
• receiving access to the initiatives introduced to maintain the
culture during the pandemic, including virtual summits to
encourage employee learning, personal growth, resilience-
building and coping strategies.
Insights & learnings
Luke and Jill provided regular feedback to the Responsible Business
Committee and the Board throughout the year, with key Board
discussions taking place around the insights and action planning
arising from employee engagement survey results. Through their
feedback, the Board has gained valuable insights into employee
sentiment through the pandemic, for example the importance to
employees of receiving regular communications on the Company’s
performance, outlook and clarity on future plans for employees to
feel confident in a future within hospitality.
92
IHG | Annual Report and Form 20-F 2020
Governance Nomination Committee
Membership and attendance at meetings
The Committee’s membership and attendance at meetings are
available on page 75. In 2020, the Committee considered and
recommended to the Board Ian Dyson’s appointment to the
Committee, following Luke Mayhew’s retirement. All members of
the Committee are Non-Executive Directors. When the Committee
considers matters relating to my position, Dale Morrison, the Senior
Independent Non-Executive Director (SID), acts as Committee Chair.
Reporting to the Board
The Committee makes recommendations to the Board for all Board
appointments. Minutes are circulated to Board members and I report
back to the Board on the activities of the Committee following
each meeting.
Effectiveness of the Committee and internal evaluation
During the year, the effectiveness of the Committee was reviewed
as part of the internal Board evaluation process. It was concluded
that the Committee remains effective.
Focus areas and activities
Board and Committee composition
The Committee continued to review the current and future
composition of the Board and its Principal Committees. The
appointments made in 2020 reflected our intention to strengthen
our representation in the Americas region and to enhance our
competencies in the brands and franchising sectors, as well as
reflecting our commitment to ESG matters.
Target profiles outlining the competencies and experience
required to support the Group’s evolving strategy were agreed
and candidates were assessed against the profiles. Following
the assessment and interview process, including consideration
of candidates’ other commitments, the Committee recommended
the appointment of each of Sharon Rothstein, Graham Allan and
Duriya Farooqui as Non-Executive Directors, with effect from
1 June, 1 September and 7 December 2020 respectively.
Sharon, Graham and Duriya’s biographies are included on pages
77 to 79 and details of their induction plans can be found on
page 84.
An external search consultancy, Spencer Stuart, was engaged
during 2020 to assist with Non-Executive Director searches.
Spencer Stuart has no other connection with the Company
or individual Directors.
The Committee also reviewed and discussed the length of tenure
of Non-Executive Directors. As Dale Morrison has served on the
Board for more than nine years, he was subject to particular review.
The Committee considered Dale’s appointment in the context of
the broader Board composition and tenure and, taking into account
his independence and other commitments, concluded that his
continued appointment as the SID remained appropriate and in the
best interests of the Board and the Company, given his knowledge of
the Company and its strategy, the management team and the Board.
Leadership development and executive succession planning
During the year, the Committee also continued to review the
development plans for the Executive Committee and succession
plans for senior management positions in order to ensure the
development of a diverse pipeline for succession.
Information on the gender balance of senior management as well
as the Board is included on page 91.
Looking forward
In 2021, the Committee will continue to focus on Board, Executive
and senior talent succession planning, ensuring that our talent
pipeline combines an appropriate balance of skills, experience,
knowledge as well as diversity.
With two retirements from the Board and three new members
joining the Board in 2020 (in addition to Arthur de Haast who
was appointed to the Board with effect from 1 January 2020),
Board composition and succession have featured prominently
on the Committee’s agenda.
The Committee has sought to ensure that the composition of
our Board includes the best range of talent, skills and relevant
experience available as well as reflecting our stakeholders and
the communities in which we operate.
We also recognise that having diversity on the Board is one
of the ways in which constructive and challenging debate,
which is essential to the effective functioning of the Board,
can be encouraged.
I am pleased to report that, as at 31 December 2020, our
Board composition meets the target for the proportion of
women on boards set out in the Hampton-Alexander Review
as well as the recommendation on ethnic diversity on boards
in the Parker Review.
Patrick Cescau
Chair of the Nomination Committee
22 February 2021
Key duties and role of the Committee
Key objectives and summary of responsibilities
The Committee reviews the composition of the Board and its
Principal Committees, evaluating the balance of skills, experience,
independence, knowledge and diversity requirements before
making appropriate recommendations to the Board as to any
changes. It also ensures plans are in place for orderly succession
for both Directors and other senior executives and is responsible
for reviewing the Group’s senior leadership needs.
The Committee’s role, responsibilities and authority delegated to it
by the Board, including processes in relation to appointments, are
set out in its Terms of Reference (ToR), which are reviewed annually
and approved by the Board.
The ToR are available at www.ihgplc.com/investors
under Corporate governance.
The Committee’s key responsibilities and focus areas during the
year have been:
• assessing Board and the Principal Committees’ composition and
succession planning, including consideration of gender balance
and ethnic and geographical diversity in line with the Group’s D&I
Policy (details of which are on page 28);
• engaging with an external search consultancy and making
recommendations on appointments to the Board;
• monitoring the Executive Committee’s performance and
development review; and
• overseeing the performance evaluation of the Board, the Principal
Committees and individual Non-Executive Directors (details of
which are set out on page 85).
Nomination Committee
IHG | Annual Report and Form 20-F 2020
93
Governance Statement of compliance
Our statement of compliance summarises how the Group has
implemented the principles and provisions of the 2018 UK Corporate
Governance Code (available at www.frc.org.uk/directors under UK
Corporate Governance Code) as published in July 2018 (the Code).
This should be read in conjunction with the Strategic Report on
pages 2 to 71, and Governance, including the Directors’
Remuneration Report, on pages 74 to 111, as a whole.
The Board considers that the Group has complied in all material
respects with the Code for the year ended 31 December 2020.
1. Board Leadership and Company Purpose
A. The role of the Board
E. Workforce policies and practices
The Board has overarching responsibility for the Group’s
workforce policies and practices and delegates day-to-day
responsibility to the CEO and Chief Human Resources Officer
to ensure that they are consistent with the Company’s values
and support its long-term success.
Employees are able to report matters of concern confidentially
through our Confidential Disclosure Channel. The Board
routinely reviews reports generated from the disclosures and
ensures that arrangements are in place for investigation and
follow-up action as appropriate.
2. Division of Responsibilities
F. The Chair
Patrick Cescau leads the operation and governance of the
Board and its Committees. The Chair has been in post for eight
years and was independent on appointment. See page 76
for more details.
G. Board composition
The size and composition of the Board and its Committees
is kept under review by the Nomination Committee to ensure
the appropriate combination of Executive and Non-Executive
Directors. Details of the responsibilities, skills and experience
on the Board can be found on pages 76 to 79.
At least half of the Board, excluding the Chair, are Independent
Non-Executive Directors. Further details of the composition of
the Board and Committees are available on pages 75 to 79.
H. Non-Executives
Non-Executive Director terms of appointment outline IHG’s
time commitment expectations required to fulfil their role. The
commitments of each Director are included in the Directors’
biographical details on pages 76 to 79. Details of Non-Executive
Director appointment terms are set out on page 111.
The Chair annually reviews the time each Non-Executive
Director dedicates to IHG as part of the internal performance
evaluation of Directors (see page 85) and is satisfied that their
other duties and time commitments do not conflict with those
as Directors.
Dale Morrison was appointed as Senior Independent Non-
Executive Director on 31 May 2014. He is available to liaise with
shareholders who have concerns that they feel have not been
addressed through the normal channels of the Chair, Chief
Executive Officer and other Executive Directors. He also leads
the annual performance review of the Chair (see page 85), and
as necessary, provides advice and judgement to the Chair, and
serves as an intermediary for other Directors when necessary.
After each Board meeting, Non-Executive Directors and the
Chair meet without Executive Directors being present
(see page 82).
The Board continues to lead IHG’s strategic direction, long-term
objectives and success of the Group. Further responsibilities
of the Board are set out on page 82.
The Board met eight times during 2020 and all Directors
continue to act in what they consider to be in the best interests
of the Company, consistent with their statutory duties. Further
details of 2020 Board meetings, including information on the
Board’s assessment of strategic and operational matters, are
set out on pages 83 and 84, attendance information on
page 75, skills and experience and biographical information
on pages 76 to 79.
A description of IHG’s business model is set out on pages 12
to 15. An assessment of the principal risks facing the Group
is included on pages 36 to 41.
Potential conflicts of interest are reviewed annually and
powers of authorisation are exercised in accordance with the
Companies Act and the Company’s Articles of Association.
During the year, if any Director has unresolved concerns about
the operation of the Board or the management of the Company,
these would be recorded in the minutes of the meeting.
B. The Company’s purpose, values and strategy
Our purpose is to provide True Hospitality for Good.
A description of IHG’s culture including an overview of our
values is included on pages 24 to 25. Culture and people were
particularly prominently on the Board agenda during the
Covid-19 pandemic. A summary of the Board’s activities in
relation to the ‘Voice of the Employee’ is included on page 92.
An outline of the Group’s approach to rewarding its workforce
is contained on page 27.
C. Resources
The Board delegates oversight of the allocation of day-to-day
resources to management (principally through the
Executive Committee).
Information on the Group’s key performance indicators,
including the measures used to monitor them, is included
on pages 43 to 46.
A summary of the procedures for identifying and discussing
emerging risks is set out on page 34.
D. Shareholders and stakeholders
The Board engaged actively throughout 2020 with
shareholders and other stakeholders. The Chair held a number
of one-to-one meetings with major institutional shareholders
to discuss the role of the Board and other general governance
issues, following which the Chair ensured that their views
were communicated to the Board as a whole. The Chair of
the Remuneration Committee also held a series of investor
consultation meetings in connection with votes relating to the
Directors’ Remuneration Policy at the Company’s 2020 Annual
General Meeting. Further details are on page 97.
Further details of the Board’s engagement with shareholders
can be found on page 33. Information on the Board’s
engagement with other stakeholders, including suppliers,
hotel owners and guests, is included on pages 31 to 32.
94
IHG | Annual Report and Form 20-F 2020
Governance I.
Policies, processes, information and resources
The Chair and Company Secretary ensure that the Board and
its Committees have the necessary policies and processes in
place and that they receive timely, accurate and clear information.
The Board and its Committees also have access to the Company
Secretary, independent advice and other necessary resources,
at the Company’s expense. They receive administrative and
logistical support of a full-time executive assistant. See
page 82 for more details.
3. Composition, Succession and Evaluation
J. Appointments
Appointments to the Board are led by the Nomination
Committee in accordance with its Terms of Reference (available
on our website at www.ihgplc.com/investors under Corporate
governance). The Nomination Committee also supports
the Board in succession planning for the Board and senior
management. Further details of the role of the Nomination
Committee and what it did in 2020 are in the Nomination
Committee Report on page 93. The overall process of
appointment and removal of Directors is overseen by the
Board as a whole.
All of the Directors retire and seek election or re-election
at each AGM.
K. Skills
Details of the skills, experience and biographical information
of the Board are set out on pages 76 to 79.
The Chair and Company Secretary ensure that new Directors
receive a full induction and that all Directors continually update
their skills and have the requisite knowledge and familiarity
with the Group to fulfil their role (see page 84).
The length of service of Directors is reviewed regularly, details
of the review in 2020 are included on page 93.
L. Annual evaluation
The Board undertakes either an internal or external annual
Board effectiveness evaluation. The last external evaluation was
carried out in 2019, so in 2020 an internal Board evaluation was
conducted. A summary of the evaluation is set out on page 85.
Performance evaluations of Directors, including the Chair,
are also carried out on an annual basis. Directors’ biographies
are set out on pages 76 to 79 and details of performance
evaluations carried out in 2020 are on page 85.
4. Audit, Risk and Internal Control
M. Audit functions
The Audit Committee is comprised entirely of Independent
Non-Executive Directors (see page 75 for membership details).
Ian Dyson, the Chair of the Committee, has recent and relevant
financial experience and the Committee as a whole has
competence relevant to the sector in which we operate. Details
of the Committee’s role, responsibilities and activities are set
out on pages 86 to 90.
The Audit Committee reviewed the effectiveness and
independence of the Group’s internal audit function and Ernst
& Young LLP during 2020. Details of these reviews are set out
in the Audit Committee Report on pages 86 to 90.
N. Assessment of the Company’s position and prospects
The Statement of Directors’ Responsibilities (including the
Board’s statement confirming that it considers that the Annual
Report and Form 20-F, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Group’s position, performance,
business model and strategy) is set out on page 114.
The status of IHG as a going concern is set out in the
Directors’ Report on page 223. An explanation of the Group’s
performance, business model, strategy and the risks and
uncertainties relating to IHG’s prospects, including the viability
of the Group, is set out in the Strategic Report on pages 2 to 71.
O. Risk management
The Board determines the nature and extent of the principal
risks the organisation is willing to take to achieve its strategic
objectives. A robust assessment of the principal and emerging
risks facing the Group was carried out during the year, including
those risks that would threaten the Group’s business model,
future performance, solvency or liquidity and reputation
(see pages 36 to 41 for further details of the principal risks).
The Board and Audit Committee monitor the Group’s risk
management and internal controls systems and conduct
an annual review of their effectiveness. Throughout the year,
the Board has directly, and through delegated authority to the
Executive Committee and the Audit Committee, overseen and
reviewed all material controls, including financial, operational
and compliance controls. See pages 36 to 41, and 86 to 90.
5. Remuneration
P. Remuneration policies and practices
The Remuneration Committee is responsible for developing
policy on executive remuneration and determining remuneration
packages of Directors and senior management. The Directors’
Remuneration Report is set out on pages 96 to 111. Details of the
Remuneration Committee’s activities during 2020 are set out on
page 111 and its membership details are on page 75.
Q. Procedure for developing policy on executive remuneration
Details of the Remuneration Committee’s consideration of the
Directors’ Remuneration Policy (DR Policy) in 2020 and the
implementation of the DR Policy in 2021, are set out on pages
96 to 98.
During 2020, no individual Director was involved in deciding
his or her own remuneration outcome.
R.
Independent judgement and discretion
The Remuneration Committee has formal discretions in place
in relation to outcomes under the APP and LTIP, and these are
disclosed as part of the DR Policy, which is set out on pages 110
to 117 of the Company’s Annual Report and Form 20-F 2019.
When determining outcomes under these plans, the Committee
considers whether it is appropriate to adjust outcomes under
these discretions, taking account of the Group’s performance,
relative performance against competitors, and other relevant
factors. Information on the Remuneration Committee’s
consideration of the use of discretion during 2020 is set
out on page 106.
Statement of compliance
IHG | Annual Report and Form 20-F 2020
95
Governance Directors’ Remuneration Report
Remuneration Committee Chair’s statement
had been signposted in the 2019 Directors’ Remuneration Report)
was not implemented;
• furthermore, the Executive Directors voluntarily took a 30% reduction
in base salary, and reductions in certain salary-related benefits,
from April to September 2020 inclusive. Non-Executive Directors
took a 30% reduction in their fees over the same period; and
• following the reduction in share price since the grant date for
the 2019 LTIP awards, and in light of concerns from shareholders
regarding the potential for windfall gains, the Remuneration
Committee felt it was appropriate to grant the 2020 LTIP awards
with a maximum opportunity of 205% of salary (in line with the
level under the previous Directors’ Remuneration Policy (DR Policy))
rather than the levels under the new DR Policy, which was
approved by shareholders at our 2020 AGM and was intended to
apply from 2020. This represented a reduction of more than 40%
for the CEO and 25% for the other Executive Directors compared to
the new LTIP award levels of 350% and 275% respectively.
Given the impact of the pandemic on the global economy
generally, and the hospitality sector in particular, the threshold level
of financial performance for the 2020 annual incentive plan, which
was set in a pre-Covid-19 context, was not met. The threshold for
net system size growth (NSSG) performance was also not met.
A holistic assessment of performance against various metrics,
including ESG performance indicators, was undertaken in line
with the Committee’s framework for assessing the use of discretion
outlined on page 106 but it was ultimately determined that the
Committee would not apply discretion to adjust the formulaic
outcomes and so no 2020 annual bonus was awarded to
Executive Directors.
The 2018/20 LTIP was based on performance for the three years
to 31 December 2020. Performance was significantly impacted
by Covid-19 and the final vesting outcome was 30.6% of maximum,
despite much higher estimated vesting levels (of c. 76% of
maximum) prior to the impact of the pandemic. The Committee
took a number of matters into account in considering whether to use
any discretion to adjust the formulaic outcome of the 2018/20 LTIP in
accordance with the Committee’s discretion assessment framework.
These included the strong performance of the Executive Directors
in addressing the exceptional circumstances resulting from the
pandemic to the benefit of shareholders, owners, colleagues and
other stakeholders, as well as the unavoidable loss of employment
for impacted corporate and hotel colleagues. The Committee
concluded that the formulaic vesting outcome was appropriate
for this award within the overall context of executive remuneration
decisions taken during the year.
For each future LTIP cycle award vesting, the Committee will
continue to assess the appropriateness of the formulaic outcomes
and any possible use of discretion based on all the relevant
considerations at the time of vesting.
During the year, Malina Ngai and Luke Mayhew stepped down from the
Board and Arthur de Haast, Sharon Rothstein, Graham Allan and Duriya
Farooqui were appointed to the Board as Non-Executive Directors. The
remuneration arrangements in respect of all changes were in line with
the approved DR Policy and are covered on page 110.
Continuing impact of Covid-19
The unpredictability of new Covid-19 waves, any resulting restrictions,
and the timing of the impact of vaccination efforts continues to cause
uncertainty for 2021. The Committee has extensively considered the
unavoidable impact on the business and the resulting effect on
remuneration beyond 2020. In particular, we have been concerned
about a potential disconnect between formulaic performance
outcomes of the variable pay schemes compared with the
performance of management to guide the business through the
crisis as outlined in the CEO’s Review on pages 6 and 7.
“ A year of unprecedented challenges,
dominated by the outbreak of the Covid-19
pandemic and the global impact it has had
on the hospitality industry.”
Remuneration Committee Chair’s statement
Table of contents
96 Directors’ Remuneration Report
96
99 At a glance
100 Remuneration at IHG – the wider context
101
Annual Report on Directors’ Remuneration
(subject to an advisory vote at the 2021 AGM)
On behalf of the Board, I am pleased to present the Directors’
Remuneration Report for the year ended 31 December 2020.
Business context
This year was one of unprecedented challenges, particularly for
the hospitality sector, as the world responded to the outbreak of
Covid-19. Following a solid start in the first two months of the year,
the travel and social contact restrictions imposed by governments
around the world drove our hotel occupancy levels to historic lows in
March and April. Despite improved occupancy levels in the second
half of the year, overall Group RevPAR for the year was down 52.5%.
Through this critical time, our top priority has always been
the health and safety of our guests and colleagues, and ensuring
that we take the right steps to protect the long-term health of our
business. Management quickly acted to identify and implement key
measures to reduce costs, preserve cash and strengthen liquidity.
These included reducing discretionary costs and marketing spend,
reducing our gross capital expenditure, withdrawing our final
dividend for 2019 and deferring consideration of further dividends
until visibility improves, and securing short-term funding temporarily
through the UK Government’s Covid Corporate Financing Facility
which is due to be repaid in 2021.
In spite of the challenges this year, performance relative to our
direct peers in 2020 was strong, with global RevPAR ahead of the
competitor average. This is an important KPI in our sector and strong
performance drives shareholder value. Furthermore, we have
continued to build on the resilience of our business model relative
to the industry and have signed 360 hotels in the year. As noted
in the Strategic Report on page 12, the weighting of our hotel
estate towards the midscale segments and non-urban locations,
together with a weighting to domestic demand, provides a degree
of resilience. In all our actions, we have remained true to our
purpose and values, maintaining an unwavering focus on acting
responsibly for our people, guests, owners, shareholders and
the local communities in which we operate.
2020 remuneration decisions
As part of our cost reduction measures, we announced a series
of changes to executive remuneration in the year:
• the 2% salary increase for the Executive Directors for 2020 (that
96
IHG | Annual Report and Form 20-F 2020
Governance In the US and elsewhere, including our Greater China region,
we are continuing to experience pay compression at Senior Leader
level which is limiting our ability to attract and retain talent in key
roles. Concerns around personal financial and job security, as well
as the industry’s future as we move from the crisis to an uncertain
recovery, are having an increasing impact. We are concerned that
the combination of temporary pay reductions, no 2020 bonus and
the expected low outcomes for the in-flight LTIP awards will lead to
significant and growing retention risks for senior talent, particularly
given the challenges facing the hospitality sector in the current
environment. Headhunting activities have targeted a number of our
Senior Leaders below Board, notably those roles where functional
expertise is transferable. This presents an increased risk to business
continuity, especially in our largest market, the US, where pay
quantum is significantly higher and there is fierce competition
for our executive and senior talent.
In 2021, LTIP award levels will reflect the 2020 DR Policy maximums
of 350% of salary for the CEO and 275% of salary for other Executive
Directors, which were not used in 2020. The Committee believes
it is appropriate to implement the approved new award levels in the
context of the inherent additional stretch in performance targets,
given the continued uncertain environment hotel groups are
operating in and the resulting increased intensity of competition for
share of system size growth. In addition, given the increasing pay
compression, attraction and retention challenges we face in relation
to senior talent, which were key reasons for updating this area of the
DR Policy last year, the new quantum levels will help ensure IHG has
a remuneration structure that allows for differentiation between the
CEO, other Executive Directors, Executive Committee members and
high-potential talent in the succession plan.
In considering the impact of the pandemic on in-flight LTIP awards,
the Committee does not intend to adjust incentive plan targets,
and will continue to assess the appropriateness of using discretion
to adjust the formulaic outcomes upwards or downwards based
on all relevant considerations at the time of vesting of the relevant
award. An example of how the Committee is approaching this is
the 2020/22 cycle absolute cash flow target, which was set just
prior to the outbreak of Covid-19, and as a result is already likely
to be missed. The Committee will monitor a ‘shadow’ target for this
cycle, which was formulated after the initial impact of the pandemic
became evident. It will provide a reference point to consider at
the time of vesting, based on our understanding of the potential
recovery trajectory at the time of formulating it, but it does not
replace the target that was originally set. Similarly, the ROCE
underpin for the NSSG measure for the 2020/22 cycle was set in a
pre-Covid context and was intended to balance the growth of IHG’s
System size with the appropriate level of value creating returns.
The impact of Covid-19 on earnings has negatively impacted the
Return on Capital Employed (ROCE) performance. Based on
discussions to date, if the ROCE underpin was not met for this
cycle solely due to the impact on earnings of the pandemic,
the Committee would be minded not to reduce the NSSG
vesting outcome.
Shareholder engagement
At the 2020 AGM, we received shareholder approval for our
updated DR Policy, which can be found in last year’s Annual Report
and is summarised on page 98 of this report. We were pleased
that the majority of our shareholders supported our new DR Policy;
however, the vote of 77.14% in favour of the DR Policy represented
less than 80% support and, as such, we offered to consult with those
of our top 25 shareholders who voted against the resolution to
understand their reasons for doing so. In those discussions we
listened to shareholder views and concerns, and in particular
to understand their perspectives on:
• the provision for the increase in maximum LTIP awards (to 350%
for the CEO and 275% for other Executive Directors); and
• the structure of the post-cessation shareholding requirement
for Executive Directors (100% of minimum shareholding requirement
for six months, and 50% for 12 months following cessation
of employment).
The Committee recognises that there exists a range of views across
the shareholder base in relation to the pay of Executive Directors and
therefore engages in regular shareholder consultation. We carried
out an extensive consultation with shareholders and proxy agencies
on the 2020 DR Policy in the months leading up to the AGM and
consulted again in early 2021 on our proposed implementation
for the year ahead. The Committee notes the 77.14% shareholder
support for the DR Policy and continues to believe that the
commercial rationale for the LTIP maximum award increase,
as detailed above, is critical to the retention and development of
talent in order to drive the long-term success of the business.
The Committee also believes that the structure of the post-
cessation requirement is appropriate for IHG. As noted in our 2019
Directors’ Remuneration Report, we are an asset-light business and
key decisions can be implemented and changes reflected quickly in
business performance and shareholder value; as such, any longer
post-cessation shareholding period would unnecessarily subject
the Executive Directors to decisions out of their control.
The views expressed by shareholders in the most recent round of
consultations will be taken into consideration as the Remuneration
Committee keeps the Policy under ongoing review, and as it
determines payments and awards to be made under the terms
of the Policy.
Implementation of Directors’ Remuneration Policy in 2021
As covered in more detail on pages 108-109:
• Salary increases for Executive Directors for 2021 will be in
line with the budget for increases for the wider UK and US
corporate populations and are made following an assessment
of 2020 performance.
• The non-financial measures for the 2021 Annual Performance Plan
have been aligned to our key strategic objectives for recovery and
our future growth priorities.
• Due to ongoing uncertainty and the related difficulty in setting
absolute performance targets in particular, the measures and
weightings for the 2021/23 Long Term Incentive Plan cycle have
been adjusted, with the removal of the Total Gross Revenue
measure. The Committee expects to re-introduce this
measure in future cycles.
We continued to engage with our shareholders on the use of ESG
metrics in our variable pay plans. A key element of IHG’s strategy
is addressing the impact of climate change and, as we are making
commitments in this area, we have been considering the inclusion
of an environmental metric in our variable pay plans. The Committee
explored this further during the year working closely with the
Responsible Business Committee. We intend to include an ESG
metric for Executive Director pay once we have in place the planned
upgrades to our IHG Green Engage® system, including centralised
data collection, which will improve the robustness and
completeness of environmental performance data from hotels;
the investment has been delayed as a result of the impact of the
pandemic, and we will be pressing ahead with this through recovery.
The Responsible Business Committee report on page 91 and the
Strategic Report on page 29 contain more information on our
sustainability strategy, reporting commitments and the use of
science-based targets. The Remuneration and Responsible Business
Committees will continue to work together on this area in 2021.
As we reported last year, UK Executive Directors’ company pension
benefits will align with the maximum employer contribution rate
available to all other participants in the UK pension plan (which
Directors’ Remuneration Report
IHG | Annual Report and Form 20-F 2020
97
Governance Directors’ Remuneration Report continued
Remuneration Committee Chair’s statement continued
includes UK corporate and eligible hotel employees) from
1 January 2023; and any new UK Executive Director will also
receive contributions in line with this from date of appointment.
US retirement benefit arrangements, in which the CEO, Americas,
participates, differ in a number of respects from UK pension
arrangements, as explained on page 100. They are comprised
of a 401(k) plan under which all corporate employees benefit from
maximum employer contributions of a consistent 6% of salary, and
a Deferred Compensation Plan for eligible senior employees under
which all participants including the CEO, Americas can receive
supplementary contributions of up to 16% of salary. These are
common retirement benefit plans in the US market and, given the
parity of treatment for all participants in each of these plans, as well
as the importance of the CEO, Americas role to the business and the
market competitiveness concerns over Executive Director pay, the
Committee intends to maintain the arrangements as they relate to
the CEO, Americas.
Wider workforce remuneration and employee engagement
As outlined on page 100, we operate an aligned approach to
remuneration throughout the organisation. Our actions on pay
this year in response to the Covid-19 outbreak also impacted
remuneration for the wider workforce as well as Executive
Directors, with scaled reductions to salary of 10% to 20% applying
to corporate employees below Executive Director level.
During the year, the Company continued to engage with the
workforce on a range of topics, including pay, and the Committee
reviewed a number of aspects of the Company’s wider workforce
remuneration policy, including a deep dive on how incentives
are segmented across the organisation to attract, motivate,
retain and engage talent.
About this report
As always, we strive to make this report as easy to read as possible.
This page has a summary of our approved DR Policy; the ‘At a glance’
section on page 99 highlights the key points on 2020 performance
and remuneration outcomes; and on page 100 you can find further
background on wider workforce remuneration at IHG in 2020.
The Annual Report on Directors’ Remuneration on pages 101 to 111
will be put to an advisory vote by shareholders at the
May 2021 Annual General Meeting.
Jo Harlow
Chair of the Remuneration Committee
22 February 2021
Summary of approved Directors’ Remuneration Policy
Element
Fixed
Base salary
Benefits
Pension/
Retirement
Benefit
Variable
Annual
Performance
Plan (cash)
Annual
Performance
Plan (deferred
shares)
Long Term
Incentive
Plan (LTIP)
Other
Minimum
shareholding
requirements
2021
2022
2023
2024
2025
Framework
Purpose/Link to strategy
Increases generally in line with the range
applying to the corporate population.
Reviewed annually and fixed for 12 months
from 1 April.
Recognises the value and impact of
the role and the individual’s skills,
performance and experience.
Relevant benefits are restricted to the
typical level for the role/location.
Competitive and consistent with role/
location; helps recruit and retain.
Competitive and consistent with role/
location; helps recruit and retain.
Defined Contribution or cash in lieu for
UK Directors. Employee contributions with
matching company contributions. Salary
is the only part of pay that is pensionable.
Pension contributions and/or cash
allowance for new UK Executive Directors
will be aligned with the maximum company
contribution available to all other
participants in the UK Pension Plan;
incumbent UK Executive Directors will
reduce to the same level at the end of 2022.
Cash
Deferral
Maximum annual opportunity is 200% of
salary with 70% based an operating profit
measure and 30% on key strategic
objectives. 50% of the award is deferred
into shares for three years. Awards are
subject to global affordability gate. Full
vesting after three years. Malus and
clawback apply.
For 2021, the key strategic objectives,
linked to business strategy, are:
• room signings (15% weighting), and
• room openings (15% weighting)
Further detail on the link to strategy
of these measures can be found on
page 108.
Performance
Deferral
The maximum potential LTIP quantum is
350% of salary for the CEO and 275% of
salary for other Executive Directors. A
two-year post-vest holding period and
malus and clawback apply
A focus on industry leading NSSG is at
the heart of our strategy, balanced by
a Return on Capital Employed (ROCE)
underpin to reflect our commitment to
deliver quality growth while maintaining
returns. Together with TSR and Cash
Flow, there is a strong alignment
between Executive Director
remuneration and shareholder interests.
The guideline shareholding requirements
are 500% of salary for the CEO and
300% for other Executive Directors. The
post-employment shareholding requirement,
introduced in 2018, continues to apply.
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IHG | Annual Report and Form 20-F 2020
Governance At a glance
How to use this report
Within the Directors’ Remuneration Report
we have used colour coding to denote
different elements of remuneration. The
colours used and the corresponding
remuneration elements are:
Salary
Benefits
Pension benefit
Annual Performance Plan (APP)
50% cash and 50% deferred shares
Long Term Incentive Plan (LTIP)
Shareholding
AUDITED
Audited information
Content contained within a tinted
panel highlighted with an ‘Audited’ tab
indicates that all the information within
the panel is audited.
How we performed in 2020
The 2020 APP award was subject to affordability gates based on the achievement of
minimum performance under the operating profit from reportable segments measure,
the targets for which were set in a pre-Covid context, and the minimum performance
level was not achieved. As such, no award will be made. Under the LTIP, whilst relative Total
Shareholder Return (TSR) remained strong and net system size growth was in excess of the
threshold performance target, the impact of the pandemic on cash flow and total gross
revenue in 2020 meant these measures did not meet threshold performance levels by
the end of the three-year cycle. Overall vesting under the LTIP was 30.6% of maximum.
Measures used for APPa
Measures used for LTIPa
30%
Net system size
growth
Operating profit
from reportable
segments
20%
20%
20%
40%
Net system size
growth
Total Shareholder
Return
Cash flow
Total Gross
Revenue
70%
Operating profit from
reportable segments: ($m)
Threshold
804.0
Maximum
926.0
Net system size growthb (k rooms)
Threshold
94.1
Maximum
134.4
Actual
195.0
Target
865.2
Net system size growthb (k rooms)
Threshold
902.2
Maximum
911.1
Actual
106.7
Relative TSR (%)
Threshold
-7.9
Maximum
27.0
Actual
886.0
Target
906.6
Actual
6.9
Cash flow ($bn)
Threshold
1.63
Actual
1.41
Maximum
2.18
Executive Director remuneration
2020 remuneration
The charts below show the 2020 potential
remuneration opportunity and actual
achievement compared to the 2019 actual
achievement.
The relevant figures for each of the elements
that make up the single total figure of
remuneration, as shown below for the
Executive Directors, can be found in the
table on page 101.
Keith Barr,
Chief Executive Officer
Value (£000)
2020
potential
2020
actual
2019
actual
4,347
1,418
3,376
0
1,000 2,000 3,000 4,000
Paul Edgecliffe-Johnson,
Chief Financial Officer
Value (£000)
2020
potential
2020
actual
2019
actual
1,015
3,131
2,540
0
1,000
2,000 3,000 4,000
Elie Maalouf,
Chief Executive Officer, Americas
Value (£000)
2020
potential
2020
actual
2019
actual
959
3,142
2,523
0
1,000
2,000
3,000
4,000
Total Gross Revenuec ($bn)
Key for potential
a Further details of APP and LTIP outcomes can be found
on pages 102 to 103.
b APP System size target is based on absolute one-year
target; LTIP target is based on three-year growth
performance.
Actual
-11.89
c Total Gross Revenue target represents a target for
growth over the LTIP period.
Threshold
3.95
Maximum
5.64
Maximum = Fixed pay and maximum
award under APP and LTIP
Target = Fixed pay and on-target
award for APP (115%) and 50% of
maximum LTIP vesting
Minimum = Fixed pay
The potential fixed pay elements are calculated on the basis
of full pay and pension, excluding the impact of temporary
reductions that applied from April to September inclusive.
Directors’ Remuneration Report
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99
Governance Directors’ Remuneration Report
Remuneration at IHG – the wider context
Actions on pay as a result of the impact of Covid-19 on the business
The outbreak of Covid-19 had a significant impact on our business, as severe restrictions on travel and social contact saw demand drop to
record lows. Steps had to be taken across the business to reduce costs, balanced with a need to retain key talent and continue to operate
effectively as a business.
Key decisions and outcomes in 2020 were:
Looking ahead, the Committee has taken the following actions:
• Temporary salary reductions were applied from April to September
• Merit salary increases are to return to the normal process for
inclusive (see table below).
Executive Directors and other corporate employees.
• The merit salary increase for Executive Directors and other
• The Committee will consider the possible use of discretion to
corporate employees for 2020 was not applied.
• A proportion of the corporate population was furloughed during
June to August and following that a redundancy programme
was implemented.
• No payment was made under the 2020 APP as performance
targets were not met, and no discretion was used on outcomes.
• The vesting of the 2018/20 LTIP cycle was much lower than the
estimated outcome prior to the pandemic.
• Increases to LTIP grant levels for Executive Directors, approved at
the 2020 AGM, were not applied for the 2020/22 cycle. Maximum
awards were 205% of salary rather than the new approved levels of
350% for the CEO and 275% for other Executive Directors.
adjust the formulaic outcome under the 2019/21 and 2020/2022
LTIP cycles, at the time of vesting. Further details are provided on
page 106.
• The performance measures and targets for the 2021 APP and
2021/23 LTIP cycle were carefully chosen to ensure that these were
appropriate, stretching and achievable given current
circumstances.
• For 2021, the full LTIP headroom under the DR Policy will be used
for Executive Directors, to improve competitiveness in the US and
global talent markets and to reduce pay compression within the
succession plan.
How our reward practices align across all levels of the organisation
Our reward packages are designed to attract, retain and motivate top talent. We apply a consistent approach across the corporate business,
ensuring we meet employees’ needs and offer a market-driven package, which we regularly review against our competitors for talent.
Elements of Reward
Fixed
Salary
Variable
Benefits
Pension benefit
Annual Performance
Plan (APP)
Long Term Incentive
Plan (LTIP)
Restricted Stock
Units (RSUs)
Colleague Share Plan
(introduced in 2020)
Executive
Directors
Executive
Committee
Wider
Workforce
Notes in respect of 2020 actions on pay
The planned merit salary increase was not applied for all corporate
employees, including Executive Directors; salaries for Executive Directors
and fees for Non-Executive Directors were reduced by 30% during April to
September inclusive, whilst salaries for other corporate employees were
reduced by between 10% to 20%.
Where applicable, corporate healthcare benefits, including Employee
Assistance Programmes, remained in place. Taxable travel expenses for
Non-Executive Directors were lower because only the February 2020
Board meeting was held in person.
A localised approach was taken to the treatment of pension benefits, based
on local plan rules and regulations. See below for details of the approach
taken in the UK and US, our largest corporate office locations.
The minimum financial performance threshold was not met and as a result no
2020 bonus will be paid to Executive Directors or other corporate employees.
Performance-based LTIP largely applies at the level of Executive Committee
and their direct reports. Vesting of 30.6% applies for the 2018/20 LTIP in line
with performance against targets.
In line with typical market practice, particularly in the US, and due to
line-of-sight to performance measures, a gradually greater proportion of the
LTIP award is made as RSUs for eligible roles below Executive Director level.
These are not subject to performance conditions and will vest fully for eligible
participants in respect of the 2018/20 cycle.
Contributions by furloughed employees were suspended during the period
of furlough.
UK and US pension and retirement benefits
Pension and retirement benefits are provided in the UK and US in line with market practice.
UK: As disclosed in last year’s report, the contribution rate for
corporate and eligible hotel employees in the IHG UK Pension Plan
was to be aligned in 2020 with a 2:1 matching ratio up to a maximum
of 6% of salary from employees and 12% from the Company. This
was due to take effect from 1 April, however was delayed until
1 December 2020. As per the approved DR Policy, this level will apply
in respect of any new UK Executive Directors, and current Executive
Directors’ benefits will reduce to this level at the end of 2022. During
2020, all contributions and any cash in lieu of pension allowances
were reduced in proportion with salary reductions. For furloughed
employees, the cost of employee contributions was met by the
Company during the furloughed period.
US: US retirement saving plans differ from UK pension benefits in
many ways, including early access rules under 401(k) plans in the form
of loans and hardship withdrawals, and minimum service-based vesting
conditions for supplementary company contributions under the
IHG Deferred Compensation Plan (DCP). The 401(k) for corporate US
employees has a 1:1 matching contribution ratio up to a maximum of 6%
of salary. Additionally, supplementary company contributions to the
DCP of up to 16% are provided at senior levels (a historic grandfathered
rate of 20% applies for a small number of employees who were already
receiving this rate when it was removed from 1 January 2017). During
2020, company contributions to the 401(k) Plan and DCP were
suspended whilst the temporary salary reductions applied.
100
IHG | Annual Report and Form 20-F 2020
Governance
Annual Report on Directors’ Remuneration
The Annual Report on Directors’ Remuneration explains how
the Directors’ Remuneration Policy (DR Policy) was implemented
in 2020 and the resulting payments each of the Executive
Directors received.
This report is subject to an advisory vote by shareholders at the 2021
AGM. The notes to the single-figure table provide further detail,
where relevant, for each of the elements that make up the total
single figure of remuneration for each of the Executive Directors.
AUDITED
Single total figure of remuneration – Executive Directors
Executive Directors
Keith Barr
Paul Edgecliffe-
Johnson
Elie Maaloufb
Fixed pay
Variable pay
Salary
£000
Benefits
£000
Pension
benefit
£000
Subtotal
£000
APP
£000
712
828
524
602
531
622
45
36
21
24
30
33
178
207
131
158
65
121
935
1,071
676
784
626
776
0
983
0
723
0
743
Year
2020
2019
2020
2019
2020
2019
LTIP
£000a
483
1,322
339
1,033
333
1,004
Subtotal
£000
Other
£000
483
2,305
339
1,756
333
1,747
–
–
–
–
–
–
Total
£000
1,418
3,376
1,015
2,540
959
2,523
a LTIP figures for 2019 relate to the 2017/19 LTIP cycle and have been restated using actual share price on date of vesting. Figures for 2020 relate to the value of shares for the
2018/20 cycle.
b Elie Maalouf is paid in USD and the sterling equivalent is calculated using an exchange rate of $1 = £0.78 in 2020 and $1 = £0.78 in 2019 (page 146).
Notes to single figure table
Fixed pay
Salary: salary paid for the year. For 2020, this includes a 30%
salary reduction from April to September inclusive.
Benefits: for Executive Directors, this includes, but is not limited
to, taxable benefits such as company car and healthcare.
Provision during 2020 was in line with previous years and the
approved DR Policy.
Pension benefit: for current Executive Directors, in line with
DR Policy, the value of IHG contributions and any cash allowances,
paid in lieu of pension contributions.
Keith Barr and Paul Edgecliffe-Johnson did not participate in any
IHG pension plan in 2020 and instead received cash allowances of
25% of base salary; this will reduce to the maximum level available
to all other participants in the UK Pension Plan at the end of 2022.
Life assurance cover is provided for both Keith and Paul at four
times base salary.
Elie Maalouf participated in the US 401(k) Plan and the US
Deferred Compensation Plan (DCP). The US 401(k) Plan is a
tax-qualified plan providing benefits on a defined contribution
basis, with the member and relevant company both contributing.
Contributions made by, and in respect of Elie Maalouf in these
plans for the year ended 31 December 2020 were:
As outlined on page 100, Elie’s retirement benefit is in line
with other senior US employees and comprises a 6% of salary
matched contribution (subject to IRS limits in respect of 401(k)
contributions) and a 16% of salary supplemental employer DCP
contribution. The Committee reviewed US retirement benefits
during 2020 and determined to retain the current structure.
Variable pay
APP (cash and deferred shares)
Operation
Award levels are determined based on salary as at 31 December 2020
and are based on achievement vs target under each measure. For
operating profit from reportable segments, the 2020 award was
set on the basis of a payout range of +/-7% of target payout for
performance of +/-$25m of target performance. Outside of this
range, payout would be on a straight-line basis between threshold
and -$25m and between +$25m and maximum. For net system
size growth, the award was set on a straight-line basis between
threshold and target, and target and maximum:
• threshold is the minimum level that must be achieved for there
to be an award in relation to that measure; no award is made for
achievement below threshold.
• target is the target level of achievement and results in a target
award for that measure.
Director’s contributions to US Deferred
Compensation Plan
Director’s contributions to US 401(k) Plan
Company contributions to US Deferred
Compensation Plan
Company contributions to US 401(k) Plan
Age of Director at 31 December 2020
• maximum is the level of achievement at which a maximum
£a
award for that measure is received (capped at 200% of salary).
132,064
The threshold award was subject to global affordability gates:
20,280
• if operating profit from reportable segments was less than 85%
56,529
8,187
56
of target, no award under net system size growth would be
made; and
• if operating profit from reportable segments was 85% or more
but less than 93% of target, half of any award under net system
size growth would be made.
a Sterling values have been calculated using an exchange rate of $1 = £0.78.
Company contributions to the 401(k) Plan and DCP were
suspended for all participants, including Elie Maalouf, during
the time in which there was a temporary reduction in salaries.
The overall total of 2020 Company contributions for Elie was
therefore lower than normal.
Directors’ Remuneration Report
IHG | Annual Report and Form 20-F 2020
101
Governance
Directors’ Remuneration Report continued
Annual Report on Directors’ Remuneration continued
AUDITED
APP Outcome for 2020
The performance measures for the 2020 APP were operating profit
from reportable segments (70%) and net system size growth (30%)
and were determined in accordance with the DR Policy. Target
award was 115% of salary. The table below shows threshold,
target and maximum opportunity, as well as weighting and
actual 2020 achievement.
APP measures – % of total award
Threshold
35
15
Target
70
30
Actual
0
Maximum
140
60
0
50
100
150
200
Operating profit from reportable segments
Net system size growth
APP
Performance
Achievement
Weighting
Operating profit from reportable segments: performance
relative to target
Weighted
achievement
Actual
$195.0m
Threshold
$804.0m
Target
Maximum
$865.2m
$926.0m
Net system size growth (k rooms)
Actual
Threshold
Target
Maximum
886.0
902.2
906.6
911.1
0%
50%
100%
200%
0%
50%
100%
200%
70%
0%
30%
0%
Operating profit from reportable segments is a Non-GAAP
measure and excludes certain items from operating profit.
Additionally, in determining operating profit from reportable
segments for APP purposes, budgeted exchange rates for the
year are used and certain adjustments to reported 2020 operating
profit from reportable segments were agreed by the Committee
in order to ensure like-for-life comparison with APP target set
at the start of the year. For 2020, this included the unbudgeted
benefit to Group operating profit from reportable segments due
to changes to the recognition of revenue in the System Fund.
Operating profit from reportable segments
(at actual exchange rates) (see page 147)
Difference due to exchange rates
Adjustment for changes to income recognised in the
System Fund and results from reportable segments
Operating profit from reportable segments,
after adjustments (at 2020 budget exchange rates)
$219.2m
($2.8m)
($21.4m)
$195.0m
LTIP 2018/20 (shares)
Awards are made annually and eligible executives will receive
shares at the end of that cycle, subject to achievement of the
performance conditions. Conditions and weighting are
described on page 103.
TSR measures the return to shareholders by investing in
IHG relative to a comparator group containing the following
major globally branded competitors: Accor S.A., Choice Hotels
International Inc., Hilton Worldwide Holdings Inc., Hyatt Hotels
Corporation, Marriott International Inc., Melia Hotels International
S.A., NH Hotels Group, and Wyndham Hotels & Resorts Inc., as per
data provided by our corporate bankers sourced from Thomson
Reuters Datastream. In respect of Wyndham Worldwide’s split into
two publicly traded companies in May 2018, the performance of
Wyndham Worldwide was tracked up until the split, followed by
the performance of Wyndham Hotels & Resorts Inc. subsequent
to the split.
Following the acquisition and delisting of Millennium & Copthorne
Hotels PLC by City Developments Limited in October 2019, a
Singapore-based real estate company, it was removed from the
comparator group for all active LTIP cycles (2018/20 and 2019/21).
The share price in respect of the 2017/19 LTIP cycle has been
restated using the volume weighted average price of 5,072p for
Keith Barr and Paul Edgecliffe-Johnson and 5,057p for Elie Maalouf
on the date of actual vesting on 19 February 2020. There is a slight
difference in the share price at the date of vesting for Elie Maalouf
as a result of the implementation of a new share administration
portal which holds shares for US participants in a separate entity
to non-US participants. Final vesting transactions are therefore
carried out separately, resulting in a slight share price variation
based on the timing that the two transactions take place. The
corresponding values shown in the 2019 report (prior to the
actual vesting) were an estimate calculated using an average
share price over the final quarter of 2019 of 4,847p.
Outcome for 2018/20 cycle
The performance measures for the 2018/20 three-year LTIP cycle
were in line with the 2017 DR Policy. The table to the right shows
threshold and maximum opportunity, as well as weighting and
actual achievement, for each performance measure.
LTIP Measures – % of maximum opportunity
Threshold
8
20
4
Actual
21.6
9
30.6
Maximum
0
40
20
20
20
20
100
40
60
80
100
TSR
Total Gross Revenue
NSSG
Cash flow
102
IHG | Annual Report and Form 20-F 2020
Governance AUDITED
Performance measure and weighting
Target
% Vesting
Result
Performance Targets
Maximum
27.0%
Maximum
100%
Outcome
6.9%
Achievement
(% of maximum)
54.0%
Weighting
Weighted
achievement
40%
21.6%
Total Shareholder Return:
Three-year growth relative to average
of competitors
40%
Total Gross Revenue:
based on IHG’s performance against
an absolute total gross revenue
target
20%
Net system size growth:
based on IHG’s performance against
an absolute NSSG target
20%
Cash flow:
based on IHG’s performance against
an absolute cash flow target
20%
Total achievement (% of maximum
opportunity vested)
Threshold
-7.9%
Maximum
5.64bn
USD
Threshold
3.95bn
USD
Maximum
134.4k
rooms
Threshold
94.1k
rooms
Maximum
2.18bn
USD
Threshold
1.63bn
USD
Threshold
20%
Maximum
100%
Threshold
20%
Outcome
-11.89bn USD
0.0%
20%
0.0%
Maximum
100%
Outcome
106.7k rooms
45.1%
20%
9.0%
Threshold
20%
Maximum
100%
Reported Outcome
1.33bn USD
Threshold
20%
Adjusted Outcome
1.41bn USD
0.0%
20%
0.0%
30.6%
Adjustments to cash flow outcome
Over the performance period of the 2018-20 LTIP award, there
have been accounting standard changes and events that have
impacted IHG’s cash flow that were unquantified or unforeseen
when the original targets were set. The Committee carefully
considered these and determined that it was appropriate to
adjust the cash flow outcome for the impact of the events
below in order to ensure that the outcomes are measured
on a consistent basis with targets. An explanation of each
adjustment is set out below and a reconciliation of the initial
and adjusted outcome is set out to the right.
Adjustments due to changes in accounting standards:
The new accounting standard implemented during the period
does not have an overall impact on Group cash flow, but does
impact the LTIP target because of the reclassification of cash
flows to different line items that are not included in the LTIP target:
• IFRS 16: Operating leases cash flow has been reclassified
from Cash Flow from Operations to interest and movements
in net debt.
Adjustments due to events unforeseen when the
targets were set:
Six Senses Hotels Resorts & Spas acquisition: the material
acquisition cost of Six Senses in 2019 has been removed. The
Committee considered it was appropriate to exclude the cash
impact because it was not incorporated into the original target
and the cash flow benefits of the acquisition will be long-term.
Where applicable, the adjustments above will also apply to the
cash flow outcomes of the 2019-21 LTIP award. These will be
disclosed in full, along with any other adjustments, in the relevant
year’s Directors’ Remuneration Report.
Cash flow definition for 2018-20 LTIP
Cash flow is defined as the cumulative annual cash
generation over a three-year performance period. Cash
generation is cash flow from operations and net cash from
investing activities.
Reconciliation
Reported cash flow from operations
Net cash from investing activities
Reported outcome per definition
IFRS 16
Six Senses acquisition
Adjusted outcome
Cash flow
$bn
2.08
(0.75)
1.33
(0.21)
0.29
1.41
Adjustment to net system size growth outcome
The NSSG LTIP outcome above includes adjustments to exclude
the removal from IHG brands of 16,665 rooms associated with
the SVC portfolio towards the end of 2020; and 2,118 rooms
associated with a small portfolio of hotels in EMEAA which left
the IHG system in February 2020. Neither of these transactions
were budgeted for at the time of setting the 2018/20 targets, and
the Committee considered it was appropriate to adjust for them
as it was consistent with the principle of not disincentivising
management from making decisions that they judged to be
in the long-term interests of shareholders.
IHG | Annual Report and Form 20-F 2020
103
Directors’ Remuneration ReportGovernance
Directors’ Remuneration Report continued
Annual Report on Directors’ Remuneration continued
AUDITED
LTIP
Achievement against target is measured by reference to the three years ended 31 December 2020. This cycle will vest on
24 February 2021 and the individual outcomes for this cycle are show below.
The share price of 4,460p used to calculate the 2018/20 LTIP cycle value shown in the single-figure table is the average over
the final quarter of 2020.
Award cycle
LTIP 2018/20
LTIP 2018/20
LTIP 2018/20
Maximum
opportunity at grant
(number of shares)
35,381
24,830
24,426
% of
maximum
opportunity
vested
30.6%
30.6%
30.6%
Outcome
(number of shares
awarded at vest)
Total value
of award
£000
Value of award
attributable to share
price appreciation
10,826
7,597
7,474
483
339
333
(18)
(13)
(12)
Executive Director
Keith Barr
Paul Edgecliffe-Johnson
Elie Maalouf
AUDITED
Other outstanding awards
Scheme interests awarded during 2019 and 2020
During 2019 and 2020, awards were granted under the LTIP cycle and made to each Executive Director over shares with a maximum
value of 205% of salary using an average of the closing mid-market share price for the five days prior to grant, as in the table below.
These are in the form of conditional awards over Company shares and do not carry the right to dividends or dividend equivalents
during the vesting period.
The vesting date for the 2019/21 LTIP award is the day after the announcement of our financial year 2021 Preliminary Results in February
2022. These awards will vest to the extent performance targets are met and will then be restricted for a further two years, transferring
to the award-holder in February 2024.
The vesting date for the 2020/22 LTIP award is the day after the announcement of our financial year 2022 Preliminary Results in February
2023. These awards will vest to the extent performance targets are met and will then be restricted for a further two years, transferring
to the award-holder in February 2025.
At the 2020 AGM, shareholders approved the new DR Policy which included an increase in LTIP opportunities to 350% of salary for
the CEO and 275% for the other Executive Directors. These were intended to apply to awards granted in 2020; however, to demonstrate
pay restraint in response to Covid-19 and to reflect the fall in share price since the grant of awards in 2019, the increased headroom was
not used, equating to a reduction of around 40% for the CEO and 25% for the other Executive Directors compared to the approved
higher LTIP award levels.
The Committee discussed the views of some investors in relation to the size of share awards where the share price had fallen
substantially, and the potential windfall gains when share prices recovered. The grant price for the 2020/22 cycle was £34.96,
representing a reduction of c.29% from the grant price for the 2019/21 cycle awards. Given the continued uncertainty as to the likely
share price recovery at the time of grant, it was determined not to use an alternative grant price or methodology to determine the
number of shares granted. The use of lower opportunity levels resulted in fewer shares being awarded to the Executive Directors
than would have been the case if awards were granted at the originally intended levels as outlined above. The Committee will consider
whether it is appropriate to exercise discretion to adjust the formulaic outcome at the time of vesting, including taking into account
the movement in share price between grant and vesting dates, as a further precaution against windfall gains.
Executive Director
2019/21 cycle
Keith Barr
Paul Edgecliffe-Johnson
Elie Maalouf
2020/22 cycle
Keith Barr
Paul Edgecliffe-Johnson
Elie Maalouf
Award date
Maximum
shares awarded
Market price
per share at grant
£
Face value of
award at grant
£000
Number of shares
received if minimum
performance achieved
10 May 2019
10 May 2019
10 May 2019
12 May 2020
12 May 2020
12 May 2020
34,693
25,509
25,802
49,153
36,140
38,463
49.43
49.43
49.43
34.96
34.96
34.96
1,718
1,263
1,278
1,718
1,263
1,345
6,938
5,101
5,160
9,830
7,228
7,692
Performance measures and consideration of discretion
The performance measures are as agreed in the 2017 and 2020 Remuneration Policies. Total Shareholder Return, Total Gross Revenue,
net system size growth and cash flow are measured by reference to the three years ending 31 December 2021 for the 2019/21 cycle and
31 December 2022 for the 2020/22 cycle; NSSG for 2020/22 is the first relative cycle, and is measured to 30 September 2022 rather
than 31 December 2022. Minimum performance is equal to 20% of the maximum award.
As a result of the unavoidable impact of the Covid-19 pandemic on the business performance, in most cases performance against the
absolute measures (TGR, cash flow and, for the 2019/21 cycle, NSSG) is tracking below the threshold level required for vesting for both
104
IHG | Annual Report and Form 20-F 2020
Governance AUDITED
Other outstanding awards continued
Performance measures and consideration of discretion continued
cycles. No adjustments to the targets are proposed, in line with the UK investor and proxy guidance. However, the Committee may
consider it appropriate to use discretion to adjust the formulaic outcomes upwards when more of the inflight LTIP cycles vest,
considering a range of factors including those shown on page 106. No decisions have yet been made regarding the use of discretion;
however, the following approaches are under discussion for the 2020/22 cycle:
• Cash flow – the absolute cash flow targets were set prior to the outbreak of Covid-19 and following revised forecasts it is unlikely
that these will be achieved. The TGR target for this cycle was set later in the year reflecting guidance from investor bodies that
awards could be granted at the usual time, with a commitment to set performance conditions within the next six months, and
therefore is reflective of performance expectations assessed after the initial impact of the pandemic became evident. To continue
to incentivise participants to maintain a solid cash position, the Committee is also tracking a ‘shadow’ cash flow target, which
has been formulated alongside the TGR target based on our understanding at the time of the potential recovery trajectory.
This shadow target does not replace the original cash flow target which has not been adjusted and will continue.
• ROCE underpin: ROCE performance has been significantly impacted by the pandemic. The ROCE underpin for the relative
NSSG measure for the 2020/22 cycle was set at 20%; if this target is not met, the Committee has the discretion, but not the
obligation, to reduce the outcome under the NSSG measure at the time of vesting, taking into consideration criteria including the
reason the ROCE underpin has not been met. The underpin was introduced to ensure IHG’s high returns on capital were prioritised
in strategic decision-making (e.g. M&A activity) as opposed to simply reflecting trading performance. Based on discussions to date,
if the ROCE underpin was not met for this cycle, the Committee would be minded not to reduce the NSSG vesting outcome by
reason only of the impact on earnings of the pandemic.
Any use of discretion, including the factors influencing the decision, will be clearly communicated in the Directors’ Remuneration
Report for the year in which the decision is made.
AUDITED
Statement of Directors’ shareholdings and share interests
The Committee believes that share ownership by Executive
Directors and senior executives strengthens the link between
the individuals’ personal interests and those of shareholders.
Guideline Executive Director shareholding requirement
Executive Directors are required to hold shares equal to 500%
of salary for the Chief Executive Officer and 300% for any other
Executive Director. Executive Directors are expected to hold all
net shares earned until the previous guideline shareholding
requirement is achieved (300% for the CEO and 200% for other
Executive Directors) and at least 50% of all subsequent net shares
earned until the current guideline shareholding is met. The
number of shares held outright includes all directors’ beneficial
interests and those held by their spouses and other connected
persons. It also includes the net value of unvested shares that
are not subject to any further performance conditions.
Percentages are calculated using the 31 December 2020 share
price of 4,690p.
The full guideline minimum shareholding requirement continues
for six months after cessation of employment and 50% of the
requirement continues for an additional six months. As a part of
this requirement, since 2019, shares have been granted and all
unvested awards held in a nominee account and Executive
Directors electronically sign an agreement to the terms of the
grant, including the post-employment shareholding requirement.
Shares and awards held by Executive Directors
as at 31 December 2020: % of salary
Keith Barr
393
505
Paul Edgecliffe-Johnson
406
514
Elie Maalouf
1,271
1,268
499
602
1,344
0
200
400
600
800
1,000
1,200
1,400
Shares held outright
Guideline shareholding
Shares held outright and net value of shares
subject to holding/deferral period
Total number of shares and awards as a % of salary
Percentages have been calculated using a combined tax and social security rate of
47% for Keith Barr and Paul Edgecliffe-Johnson and a rate of 45.1% for Elie Maalouf.
Current Directors’ shareholdings
The APP deferred share awards are not subject to performance conditions. Details on the performance conditions to which the
unvested LTIP awards are still subject can be found on pages 104-105. There have been no changes in the shareholding interests
of any of the directors since the end of the financial year up to the publication of this report.
Shares and awards held by Executive Directors as at 31 December 2020: number of shares
Number of shares held outright
APP deferred share awards
LTIP share awards (unvested)
Total number of
shares and awards held
Keith Barr
Paul Edgecliffe-Johnson
Elie Maalouf
2020
70,279
53,376
67,428
2019
52,832
38,562
43,652
2020
37,705
26,751
25,417
2019
32,697
25,637
32,591
2020
119,227
86,479
88,691
2019
102,537
76,150
74,695
2020
227,211
166,606
181,536
2019
188,066
140,349
150,938
IHG | Annual Report and Form 20-F 2020
105
Directors’ Remuneration ReportGovernance Directors’ Remuneration Report continued
Annual Report on Directors’ Remuneration continued
Relative performance graph
InterContinental Hotels Group PLC is a member of the FTSE 100 share index, and the graph below shows the Company’s Total Shareholder
Return (TSR) performance from 31 December 2010 to 31 December 2020, assuming dividends are reinvested, compared with the TSR
performance achieved by the FTSE 100.
600
500
400
300
200
100
0
IHG PLC
FTSE 100 Index
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Chief Executive Officer’s remuneration
The table below shows the Chief Executive Officer’s single figure of total remuneration for the 10 years to 31 December 2020.
Single figure
CEO
2011
2012
2013
2014
2015
2016
Keith Barr
2017
2,161
2018
3,143a
2019
3,376
2020
1,418
Single figure
of remuneration
(£000)
Annual incentive
received
(% of maximum)
Shares received
under the LTIP
(% of maximum)
Richard Solomons
4,724
4,881
3,131
6,611b
3,197
3,662
2,207c
Andrew Cosslett
3,770
Keith Barr
Richard Solomons
Andrew Cosslett
Keith Barr
Richard Solomons
Andrew Cosslett
83.0
43.3
73.9
61.6
68.0
74.0
74.0
75.0
63.9
100.0
59.0
56.1
50.0
49.4
69.7
66.8
46.1
46.1
84.1
58.7
0
45.4
78.9
30.6
a For Keith Barr, the 2018 figure includes a one-off cash payment for relocation costs in lieu of benefits received whilst on international assignment prior to CEO position, fully explained
in the 2017 report.
b For Richard Solomons, the 2014 figure includes a one-off cash payment in respect of pension entitlements which was fully explained in the 2014 report.
c In respect of period 1 January to 30 June 2017.
Other information relating to Directors’ remuneration
Consideration of use of discretion
In line with the UK Corporate Governance Code, the Committee has
adopted a formal framework which it will use to determine whether
to exercise discretion. Some of the key factors the Committee will
consider are shown below.
Performance relative to competitors
Historic performance outcomes
Impact of adjustments
Wider Company financial and
strategic performance
Consistency between APP
and LTIP outcomes
Stakeholder experience: shareholders,
employees, owners & guests
Historic use of discretion
Possible use
of discretion
No bonus was paid to Executive Directors or other corporate
employees for 2020.
The formulaic vesting outcome for the 2018/20 LTIP cycle was
30.6% of maximum. During the 2018/20 cycle, the Committee
tracked forecast performance against the targets. As at the end
of 2019, before the impact of Covid-19 was taken into account, the
estimated vesting level was c.76% significantly higher than the final
performance outcome. The Committee took a number of matters
into account in considering whether to use any discretion to adjust
the formulaic outcome of the 2018/20 LTIP, in accordance with the
Committee’s discretion assessment framework. These included the
strong performance of the Executive Directors in addressing the
exceptional circumstances resulting from the pandemic to the
benefit of shareholders, owners, colleagues and other stakeholders,
as well as the unavoidable loss of employment for impacted
corporate and hotel colleagues. The Committee concluded that
the formulaic vesting outcome was appropriate for this award.
The Committee also held discussions on the possible use of
discretion for the vesting outcome for the 2019/21 and 2020/22
LTIP cycles. No decisions will be made until the end of each cycle’s
performance period; however, a possible approach for the cash flow
target and ROCE underpin for the 2020/22 cycle is described on
page 105.
Dividends paid to Executive Directors
No dividends were paid out by IHG in 2020.
106
IHG | Annual Report and Form 20-F 2020
Governance
CEO pay ratio
As we have noted in previous Annual Reports, pay ratios will differ
significantly between companies, even within the same industry,
depending on demographics and business models. The Group’s
UK employee demographic, which primarily consisted of largely
professional, management and senior corporate roles, changed in
2019 with the addition of a number of hotel employing entities which
include a large proportion of part-time and flexible-working support
and service roles. As per last year’s report, we show below the ratio
both including and excluding the new UK employing entities.
Calculation methodology and supporting information
Option C has been selected for the identification of the percentile
employees. IHG prefer to use this method as we are able to produce
the most accurate total remuneration figure for all UK employees
on a basis comparable with the statutory reporting for Executive
Directors using the most available data at the time of producing the
Annual Report. Due to the non-payment of bonus for 2020, this year
we have been able to include more accurate in-year data to identify
the percentile employees than using the Gender Pay Gap data.
Specifically, this has involved:
On a like-for-like population basis with our original disclosure in the
2018 Annual Report, the median ratio, has decreased from 49:1 in
2019 to 25:1 in 2020. The more substantive temporary reduction to
pay taken by the CEO in 2020 compared with the wider workforce
will be a contributing factor to this decrease, as will the greater
extent to which Executive Directors are rewarded through variable
performance-related incentives, which were lower or did not pay
out in 2020 compared to 2019.
Year
Method
25th Median
75th
25th Median
75th
Full population
Population excluding hotel
employing entities
Financial
year ended
31 December
2020
Financial
year ended
31 December
2019
Financial
year ended
31 December
2018
Option
C
Option
C
Option
C
85:1
43:1
24:1
33:1
25:1
17:1
180:1
122:1
59:1
71:1
49:1
32:1
–
–
–
72:1
48:1
29:1
The 2018 and 2019 figures have been restated to reflect the value of the CEO’s LTIP awards
on the date of actual vesting rather than the estimated vesting levels used in the
respective years’ Annual Reports.
What drives the difference in pay between our CEO and
other employees?
Pay ratios reflect how remuneration arrangements differ
as responsibility increases for more senior roles within the
organisation, for example:
• a greater proportion of performance-related variable pay
and share-based incentives apply for the more senior executives,
including Executive Directors, who will have a greater degree
of influence over performance outcomes;
• additional and enhanced benefit provision, such as company
car and healthcare benefits, apply as roles and responsibilities
increase throughout the organisation;
• role-specific specialist plans apply in certain areas such as
corporate reservations, sales and hotel development. Incentive
plans for General Managers of IHG managed, owned, leased and
managed lease hotels commonly include targets based on gross
operating profit, guest satisfaction and employee engagement.
The target and maximum amounts that can be earned under these
plans are typically a higher percentage of base salary for more
senior employees, which in turn affect the pay ratio; and
• incentive plans for other corporate employees are typically based
on a combination of individual performance and the Group’s
operating profit from reportable segments.
• compiling all monthly payroll data for all UK employees
throughout 2020 detailing complete variable and fixed
remuneration, including pension and taxable benefits such
as company car and healthcare; and
• excluding the value of any deferred shares from the 2017
bonus that vested in 2020.
Option C requires three UK employees to be identified as the
equivalent of the 25th, 50th and 75th percentile. Having identified
these employees, the 2020 remuneration is calculated on the same
basis as the CEO single total figure of remuneration.
The 2020 salary and total pay for the individuals identified at the
lower, median and upper quartiles are set out below.
Year
Financial year ended
31 December 2020 –
Full population
Financial year ended
31 December 2020
– Excluding hotel
employing entities
25th
percentile
pay ratio
Median pay
ratio
75th
percentile
pay ratio
Salary £
16,103
32,470
52,833
Total
remuneration £
16,736
33,366
58,761
Salary £
38,675
51,420
65,882
Total
remuneration £
43,012
56,764
83,182
Relative importance of spend on pay
The chart below sets out the actual expenditure of the Group
in 2020 and 2019, showing the differences between those years.
Further information, including where 2019 figures have been restated,
can be found in the Group Financial Statements starting on page 112
and the accompanying notes.
$m
-74.7%
-100.0%
-37.7%
2500
2000
1500
1000
500
0
2,180
1,358
865
721
219
0
2020
2019
2020
2019
2020
2019
Reportable segments
operating profit
Dividends paid
to shareholders
Staff costs
IHG | Annual Report and Form 20-F 2020
107
Directors’ Remuneration ReportGovernance Directors’ Remuneration Report continued
Annual Report on Directors’ Remuneration continued
Annual percentage change in remuneration of Directors
compared to employees
2020
Salary
Bonus
Taxable
benefit
-14%
-13%
-15%
-13%
–
-13%
–
-13%
–
-13%
-13%
-13%
–
-6%
-100%
-100%
-100%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
-100%
25%
-14%
-10%
-53%
–
-87%
–
-90%
–
-94%
-87%
-83%
–
-9%
Executive Directors
Keith Barr
Paul Edgecliffe-Johnson
Elie Maalouf
Non-Executive Directors
Patrick Cescau
Graham Allan
Anne Busquet
Arthur de Haast
Ian Dyson
Duriya Farooqui
Jo Harlow
Jill McDonald
Dale Morrison
Sharon Rothstein
Average employee
AUDITED
The table to the left shows the percentage change in all
Directors’ remuneration compared to that of an average employee
between the financial year ended 31 December 2019 and the
financial year ended 31 December 2020.
The remuneration figures for the Directors’ were taken from the
data used to compile single figure tables of remuneration shown
on pages 101 and 110 excluding any rounding up or down. No
employees are directly employed by the Group’s Parent Company,
so the average employee data for this year’s report is based on the
same UK corporate employee population as that on which the CEO
pay ratio is calculated.
The percentage change in salary and fees takes into account the
temporary reductions from April to September 2020 inclusive and
the cancellation of the planned 2020 merit increase.
No bonus is payable for 2020 to Executive Directors or other
corporate employees, which is reflected in the bonus percentage
change. Non-Executive Directors are not eligible for a bonus.
Taxable benefits for Non-Executive Directors are largely consituted
of travel expenses, which were significantly impacted by travel
restrictions during 2020, whereas Executive Director and average
employee benefits typically comprise elements of their reward
package such as company car and healthcare benefits.
Payments for loss of office
There were no payments for loss of office in 2020.
Pension entitlements
No Executive Director is entitled to any Defined Benefit pension or
related benefit from IHG.
Payments to past Directors – benefits
Sir Ian Prosser
Sir Ian Prosser, who retired as Director on 31 December 2003, had
an ongoing healthcare benefit of £1,690.00 during the year.
Implementation of Directors’ Remuneration Policy in 2021
This section explains how the DR Policy will be applied in 2021.
Salary: Executive Directors
Directors’ salaries are agreed annually in line with the DR Policy.
Last year, we stated that Executive Directors’ would receive a 2%
salary increase from 1 April 2020 however, as explained on page 100,
these increases were rescinded. Furthermore, temporary reductions
to salary were taken between April and September inclusive; Executive
Directors’ received a 30% reduction in salary during this period.
The following salaries will apply from 1 April 2021.
Executive Director
Keith Barr
Paul Edgecliffe-
Johnson
Elie Maaloufa
Increase
%
2021
£
2021
$
2020
£
2020
$
863,300
838,200
634,800
616,300
3
3
3
our shareholders and is a function of other critical measures, such as
RevPAR, profit margin and fee revenues. Having reviewed a number
of potential strategic measures, the Committee has determined
that for 2021, it is particularly important to the Company’s strategic
objectives to focus on new room openings and new room signings
in the APP. New room openings are critical to driving both short and
long-term profitable growth and are a recognised key performance
measure across the industry, while new room signings provide the
best gauge of future growth as they create the path for openings in
future years, which will in turn drive profit and revenue growth. The
two strategic measures will be equally weighted, with each worth
15% of the overall APP. The targets are commercially sensitive and
will be disclosed retrospectively. It is important to note that the
targets and payment schedule for operating profit from reportable
segments and the strategic measures are set in an environment
of continued uncertainty as a result of the Covid-19 pandemic.
836,600
812,200
Measure
Definition
Weighting
(%)
Performance
objective
a Elie Maalouf is paid in USD and his annual base salary for 2020 and 2021 is shown in
USD. The sterling equivalent values calculated using an exchange rate of $1 = £0.78 are:
2020 – £633,516 and 2021 – £652,548.
The increases above are in line with the budget for the wider UK and
US corporate workforce.
Measures for 2021 APP
The 2021 APP structure is in line with the approved DR Policy and will
be based on a 70% weighting for a measure of operating profit and
a 30% weighting for other key strategic measures that are reviewed
annually and set in line with business priorities. Operating profit from
reportable segments is a focal measure of business performance for
Operating
profit from
reportable
segments
A measure of IHG’s operating
profit from reportable segments
for the year
Room
signings
Absolute number of new room
signings
Room
openings
Absolute number of new room
openings
70
15
15
Achievement
against
target
Achievement
against
target
Achievement
against
target
108
IHG | Annual Report and Form 20-F 2020
Governance A gateway test applies to the strategic element based on the Committee’s overall assessment of performance against IHG’s Global Metrics.
These are based on a range of KPIs including several ESG measures such as carbon reduction, employee engagement and guest
satisfaction. As for 2020, given the continued volatile environment and forecasting challenges, a formula will not be applied. Instead the
gateway will be structured such that 2021 performance against the Global Metrics, together with data on relative performance against
peers, will be tracked and used by the Committee as reference points in considering whether to use discretion to adjust the formulaic
outcome on the strategic element.
2021/23 LTIP cycle performance measures and targets
Total gross revenue (TGR) has been removed from the LTIP metrics for the 2021/23 cycle. TGR is heavily impacted by the pace of market
RevPAR recovery which is very unpredictable and outside of management’s control. This led to difficulties in setting targets for the 2020
LTIP, with target-setting still challenging in 2021 due to the continued uncertainty. This approach will be kept under review for future cycles.
As a result of the removal of the TGR metric, relative NSSG and absolute cash flow have both had their weighting increased by 10%,
maintaining a similar balance between absolute and relative measures as for the previous cycle.
The measures for the 2021/23 LTIP cycle are as follows:
Measure
Definition
Relative Total
Shareholder Return
(TSR)
IHG’s performance against a comparator group of
global hotel companies. TSR is the aggregate of
share price growth and dividends paid, assuming
reinvestment of dividends in the Company’s shares
during the three-year performance period.
Relative net system size
growth with ROCE
underpin
IHG’s aggregated compound annual growth rate
(CAGR) against our six largest competitors with
over 500k rooms: Marriott International, Inc.,
Hilton Worldwide Holdings Inc., Accor S.A., Jin Jiang
International Holdings Company Limited, Wyndham
Hotels & Resorts Inc., Choice Hotels International Inc.
Targets will be set based on increased room count
that is consistent with the relevant company’s
business plan objectives and practice as at the
start of the LTIP cycle.
Absolute cash flow
Cumulative annual cash generation over three-year
performance period.
30
Weighting
(%)
30
Performance objective
Threshold – median of comparator group (20% of TSR
element vests);
Maximum – upper quartile of comparator group (100%
of TSR element vests); and
Vesting will be on a straight-line basis in between the
two points above.
40
Threshold – Fourth ranked competitor excluding IHG
(20% of NSSG element vests);
Maximum – First ranked competitor excluding IHG
(100% of NSSG element vests); and
Vesting will be on a straight-line basis in between
the two points above.
This measure is subject to the achievement of a Return on
Capital Employed underpin. See below for further details.
In view of the uncertain forecasting environment, the cash
flow targets had not been approved by the Committee at the
time of publication of this report. The targets are scheduled
to be finalised and published on our website in advance of
the May 2021 AGM.
Operation of Return on Capital Employed (ROCE) underpin
The Committee has the discretion to reduce the amount of the
award vesting under the net system size growth measure by any
amount, including to zero, in the event that a Return on Capital
Employed (ROCE) falls below a predetermined level over the period
of an LTIP cycle. The extent of reduction would be determined taking
into consideration criteria including:
• the reason the ROCE underpin has not been met;
• the impact on other metrics, including cash flow and total gross
revenue; and
• the materiality of the circumstances under which the underpin
has not been met.
ROCE is defined as operating profit from reportable segments
divided by Capital Employed. For Capital Employed, we expect
to define this as Total Assets less Current Liabilities, adjusted for
deferred revenue and deferred tax assets/liabilities. At the end of
each cycle, the Committee will agree the appropriate capital base
of the Company taking into account any short-term impacts that
are not part of the long-term capital of the business.
For the 2021/23 LTIP cycle, the underpin will remain at the 20%
level set for the 2020/22 cycle. Under normal circumstances,
the Committee considers this an appropriate level to protect
shareholder interests without disincentivising the pursuit of
long-term strategically advantageous return-enhancing
opportunities, which could have a short-term impact on ROCE.
However, it should be noted that, as outlined on page 105, the
Committee is minded not to reduce the NSSG outcome if the ROCE
underpin is not met for the 2020/22 cycle solely due to the impact
on earnings of the pandemic.
Performance and vesting outcomes and any use of discretion
will be fully disclosed and explained in the relevant Directors’
Remuneration Report.
IHG | Annual Report and Form 20-F 2020
109
Directors’ Remuneration ReportGovernance Directors’ Remuneration Report continued
Annual Report on Directors’ Remuneration continued
AUDITED
Single total figure of remuneration: Non-Executive Directors
Non-Executive Director
Committee
appointments
Date of
original
appointment
Patrick Cescau
Graham Allan
Anne Busquet
Arthur de Haast
Ian Dyson
Duriya Farooqui
Jo Harlow
Luke Mayhew
Jill McDonald
Dale Morrison
Malina Ngai
Sharon Rothstein
N
A R
A RB
R RB
A R N
A RB
N R
A RB N
A RB N
A N R
RB R
A RB
01/01/13
01/09/20
01/03/15
01/01/20
01/09/13
07/12/20
01/09/14
01/07/11
01/06/13
01/06/11
01/03/17
01/06/20
Fees
£000
2019
435
–
77
–
102
–
102
77
90
110
77
–
2020
377
24
66
66
88
5
88
64
78
95
25
38
Taxable benefits
£000
2019
14
2020
384
–
5
–
2
–
2
2
2
11
8
–
24
67
66
88
5
88
66
78
97
25
38
2020
7
0
1
0
0
0
0
2
0
2
0
0
Total
£000
2019
449
–
82
–
104
–
104
79
92
121
85
–
See page 75 for Board and Committee membership key and attendance.
Fees: Fees are paid in line with the DR Policy. As explained on page 100, Non-Executive Directors’ fees were reduced by 30% from
1 April 2020 to 30 September 2020. Malina Ngai stepped down from the Board on 07 May 2020 and Luke Mayhew stepped down on
18 December 2020 so all fees and taxable benefits for these Directors ceased on those dates.
Benefits: For Non-Executive Directors, benefits include taxable travel and accommodation expenses to attend Board meetings away
from the designated home location. Under concessionary HM Revenue and Custom rules, non-UK based Non-Executive Directors are
not subject to tax on travel expenses for the first five years; this is reflected in the taxable benefits for Anne Busquet, Dale Morrison,
Malina Ngai and Sharon Rothstein. Due to global restrictions on travel during 2020 as a result of the Covid-19 pandemic, only the
February Board meeting was held in person so taxable travel and accommodation expenses are lower this year.
Other: Non-Executive Directors are not eligible for any incentive awards or for any pension contributions or benefit.
Shares held by Non-Executive Directors as at 31 December 2020:
The Non-Executive Directors who held shares are listed in the table below:
Non-Executive Director
Patrick Cescau
Ian Dyson
Arthur de Haast
Jo Harlowa
Dale Morrisona
2020
11,135
1,500
1,000
950
2,960
2019b
3,605
–
–
950
2,960
a Shares held in the form of American Depositary Receipts.
b 2019 shares were subject to a share consolidation on 14 January 2019 on the basis of 19 new ordinary shares for every 20 existing ordinary shares.
Fees: Non-Executive Directors
The fees for Non-Executive Directors are reviewed and agreed annually in line with the DR Policy. The Chair and Non-Executive
Directors have waived any increase for 2021 and fee levels for 2021 will therefore remain as follows:
Non-Executive Director
Role
Patrick Cescau
Graham Allan
Anne Busquet
Chair of the Board
Non-Executive Director
Non-Executive Director
Arthur de Haast
Non-Executive Director
Ian Dyson
Chair of Audit Committee
Duriya Farooqui
Non-Executive Director
Jo Harlow
Jill McDonald
Dale Morrison
Chair of Remuneration Committee
Chair of Responsible Business Committee
Senior Independent Non-Executive Director
Sharon Rothstein
Non-Executive Director
110
IHG | Annual Report and Form 20-F 2020
2021
£000
444
78
78
78
104
78
104
92
112
78
2020
£000
444
78
78
78
104
78
104
92
112
78
Governance Non-Executive Directors’ letters of appointment
and notice periods
Non-Executive Directors have letters of appointment, which are
available upon request from the Company Secretary’s office.
Patrick Cescau, Non-Executive Chair, is subject to 12 months’ notice.
No other Non-Executive Directors are subject to notice periods. All
Non-Executive Directors are subject to election annual re-election
by shareholders at the AGM.
to outline the rationale for the changes made to the policy and
to understand the range of views held by shareholders and to
take these into account in setting and implementing the policy.
In terms of employee engagement, the Company carried out
a global engagement survey to address employee satisfaction,
covering a number of areas including competitive pay and benefits.
These stakeholder engagement processes have informed our review
of Executive Director remuneration.
Remuneration Committee details
Key objectives and summary of responsibilities
The Remuneration Committee agrees, on behalf of the Board,
all aspects of remuneration of the Executive Directors and the
Executive Committee, and agrees the strategy, direction and policy
for the remuneration of the senior executives who have a significant
influence over the Group’s ability to meet its strategic objectives.
Additionally, the Committee reviews wider workforce pay policies
and practice to ensure alignment with strategy, values and
behaviours and takes this into account when setting Executive
Director remuneration. The Committee’s role and responsibilities
are set out in its Terms of Reference (ToR) which are reviewed
annually and approved by the Board.
The ToR are available on IHG’s website at
www.ihgplc.com/investors under Corporate governance.
The Committee’s key focus areas during the year have been:
The Company’s approach to wider workforce engagement under the
Corporate Governance Code is set out on page 92.
Effectiveness of the Committee
The effectiveness of the Committee is monitored and assessed
regularly by the Chair of the Committee and the Chair of the Board.
Other focus areas and activities
In addition to stakeholder consultation following the DR Policy vote,
the other focus areas and activities discussed by the Committee
during 2020 were:
• monitoring 2020 performance against agreed targets as well as
in the wider business context and the impact on key stakeholders
including employees and shareholders;
• reviewing and approving the 2020 annual and long-term incentive
results for the Executive Directors and other members of the
Executive Committee (EC), including assessing the use of
discretion;
• evaluating absolute and relative performance on incentive plans
• reviewing potential measures and targets for 2021+ annual and
for the year ended 2020; and
• evaluating potential measures and targets for 2021+ short and
long-term incentive plans.
Membership and attendance at meetings
Details of the Committee membership and attendance at meetings
are set out on page 75.
During 2020, the Committee was supported internally by the Chair,
the Group’s CEO and CFO, and the heads of Human Resources and
Reward as necessary. All attend by invitation to provide further
background information and context to assist the Committee in its
duties. They are not present for any discussion that relate directly
to their own remuneration or where their attendance would not
be appropriate.
Reporting to the Board
The Committee Chair updates the Board on all key issues raised at
Committee meetings. Papers and minutes for each meeting are also
circulated to all Board members for review and comment.
Stakeholder engagement
The Chair of the Committee engaged extensively with shareholders
during 2020 in respect of the DR Policy, both in advance of the AGM
and following the vote of less than 80% support at the AGM, in order
long-term incentive plans, including working with the Responsible
Business Committee on ESG metrics; and
• reviewing wider workforce remuneration policy and practice,
including EC and wider workforce retirement benefits in the UK
and US.
Remuneration advisers
In 2019, IHG appointed Deloitte LLP to act as independent adviser
to the Committee and they commenced work in October 2019.
PricewaterhouseCoopers LLP formally stepped down in early 2020.
Deloitte and PwC are both members of the Remuneration
Consultants Group and, as such, operate under the code of conduct
in relation to executive remuneration consulting in the UK. The
Committee is satisfied that the advice received is objective and
independent. Fees of £129,500 were paid to Deloitte and £18,300
to PwC in respect of advice provided to the Committee in 2020. This
was in the form of an agreed fee for support in preparation of papers
and attendance at meetings, with work on additional items charged
at hourly rates. The terms of engagement for Deloitte are available
from the Company Secretary’s office upon request. Separately,
other parts of Deloitte LLP also advised the Company in relation
to corporation tax, mobility and consulting services.
Voting at the Company’s AGMs
There was a vote in respect of the new DR Policy at the 2020 AGM. The outcome of the votes in respect of the DR Policy and Report for 2018
to 2020 are shown below:
Directors’ Remuneration Policy (binding vote)
Directors’ Remuneration Report (advisory vote)
AGM
2020
2019
2018
Votes for
112,098,213
(77.14%)
Votes against
33,210,269
(22.86%)
Abstentions
3,308,499
–
–
–
–
–
–
Votes for
Votes against
143,279,761
(96.49%)
120,939,401
(83.95%)
118,770,985
(82.33%)
5,212,375
(3.51%)
23,116,948
(16.05%)
25,486,193
(17.67%)
Abstentions
124,844
3,867,287
2,664,237
Jo Harlow
Chair of the Remuneration Committee
22 February 2021
IHG | Annual Report and Form 20-F 2020
111
Directors’ Remuneration ReportGovernance Group Financial
Statements
Statement of Directors’ Responsibilities
Independent Auditor’s UK Report
Independent Auditor’s US Report
114
115
122
126 Group Financial Statements
126 Group income statement
127
128 Group statement of changes in equity
131 Group statement of financial position
132 Group statement of cash flows
133 Accounting policies
146 Notes to the Group Financial Statements
Group statement of comprehensive income
voco Hangzhou Binjiang Minghao, China
112
IHG | Annual Report and Form 20-F 2020
Group Financial Statements
IHG | Annual Report and Form 20-F 2020
IHG | Annual Report and Form 20-F 2020
113
113
Group Financial Statements Statement of Directors’ Responsibilities
Financial Statements and accounting records
The Directors are required to prepare financial statements for
the Company and the Group at the end of each financial year in
accordance with all applicable laws and regulations. Under company
law directors must not approve the Financial Statements unless they
are satisfied that they give a true and fair view of the state of affairs
of the Group and the profit or loss of the Group for that period. In
preparing these Financial Statements, IHG Directors are required to:
Management’s report on internal control over financial reporting
Management is responsible for establishing and maintaining
adequate internal control over financial reporting for the Group,
as defined in Rule 13a–15(f) and 15d–15(f) under the Securities
Exchange Act of 1934 as a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with IFRSs.
• Select suitable accounting policies and apply them consistently;
• Make judgements and accounting estimates that are reasonable;
• State whether the Consolidated Financial Statements have been
prepared in accordance with International Financial Reporting
Standards (‘IFRSs’) adopted pursuant to Regulation (EC) No
1606/2002 as it applies in the European Union and with
international accounting standards as applied in accordance
with the provisions of the Companies Act 2006;
• State for the Company Financial Statements whether applicable
UK accounting standards have been followed; and
• Prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Company and the
Group will continue in business.
The Directors have responsibility for ensuring that the Group keeps
proper accounting records which disclose with reasonable accuracy
the financial position of the Group and the Company to enable them
to ensure that the Financial Statements comply with the Companies
Act 2006 and, as regards the Consolidated Financial Statements,
IFRSs adopted pursuant to Regulation (EC) No 1606/2002 as it
applies in the European Union. The Directors are also responsible
for the system of internal control, for safeguarding the assets of the
Group and the Company, and taking reasonable steps to prevent
and detect fraud and other irregularities.
Disclosure Guidance and Transparency Rules
The Board confirms that to the best of its knowledge:
• The Financial Statements have been prepared in accordance
with IFRSs as issued by the International Accounting Standards
Board (‘IASB’) and IFRSs adopted pursuant to Regulation (EC) No
1606/2002 as it applies in the European Union, and give a true and
fair view of the assets, liabilities, financial position and profit or loss
of the Group taken as a whole; and
• The Annual Report, including the Strategic Report, includes a
fair review of the development and performance of the business
and the position of the Group taken as a whole, together with a
description of the principal risks and uncertainties that it faces.
UK Corporate Governance Code
Having taken advice from the Audit Committee, the Board considers
that this Annual Report and Form 20-F, taken as a whole, is fair,
balanced and understandable and that it provides the information
necessary for shareholders to assess the Company’s position and
performance, business model and strategy.
Disclosure of information to Auditor
The Directors who held office as at the date of approval of this
report confirm that they have taken steps to make themselves aware
of relevant audit information (as defined by Section 418(3) of the
Companies Act 2006). None of the Directors are aware of any
relevant audit information which has not been disclosed to the
Company’s Auditor.
The Group’s internal control over financial reporting includes
policies and procedures that:
• Pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the Group’s transactions and
dispositions of assets;
• Are designed to provide reasonable assurance that transactions
are recorded as necessary to permit the preparation of the
Financial Statements in accordance with IFRSs as issued by the
IASB and IFRSs pursuant to Regulation (EC) No 1606/2002 as it
applies in the European Union, and that receipts and expenditure
are being made only in accordance with authorisation of
management and the Directors of the Company; and
• Provide reasonable assurance regarding prevention or timely
detection of unauthorised acquisition, use or disposition of
the Group’s assets that could have a material effect on the
Financial Statements.
Any internal control framework has inherent limitations and
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or the degree of
compliance with the policies or procedures may deteriorate.
Management has undertaken an assessment of the effectiveness of
the Group’s internal control over financial reporting at 31 December
2020 based on criteria established in the Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 Framework).
Based on this assessment, management has concluded that as
at 31 December 2020 the Group’s internal control over financial
reporting was effective.
During the period covered by this document there were no changes
in the Group’s internal control over financial reporting that have
materially affected or are reasonably likely to materially affect the
effectiveness of the internal controls over financial reporting.
The Group’s internal control over financial reporting at 31 December
2020, together with the Group’s Consolidated Financial Statements,
were audited by Ernst & Young LLP, an independent registered
public accounting firm. Their report on internal control over
financial reporting can be found on page 125.
For and on behalf of the Board
Keith Barr
Chief Executive Officer
22 February 2021
Paul Edgecliffe-Johnson
Chief Financial Officer
22 February 2021
114
IHG | Annual Report and Form 20-F 2020
Group Financial Statements Independent Auditor’s UK Report
Independent Auditor’s Report to the members of
InterContinental Hotels Group PLC
Our opinion on the Financial Statements
In our opinion:
• InterContinental Hotels Group PLC’s Group Financial
Statements and Parent Company Financial Statements
(collectively, the ‘Financial Statements’) give a true and fair view of
the state of the Group’s and of the Parent Company’s affairs as at
31 December 2020 and of the Group’s loss for the year then ended;
• the Group Financial Statements have been properly prepared
in accordance with International Accounting Standards in
conformity with the requirements of the Companies Act 2006
and International Financial Reporting Standards (‘IFRSs’) adopted
pursuant to Regulation (EC) No. 1606/2002 as it applies in the
European Union;
• the Parent Company Financial Statements have been properly
prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
• the Financial Statements have been prepared in accordance
with the requirements of the Companies Act 2006.
We have audited the financial statements of InterContinental Hotels
Group PLC (the ‘Parent Company’) and its subsidiaries (the ‘Group’
or ‘IHG’) for the year ended 31 December 2020 which comprise:
Group
Company
Group income statement
Group statement of
comprehensive income
Parent Company statement
of financial position
Parent Company statement
of changes in equity
Group statement of changes
in equity
Related notes 1 to 12 to the Parent
Company Financial Statements
Group statement of financial position
Group statement of cash flows
Related notes 1 to 34 to the
Group Financial Statements
and accounting policies.
The financial reporting framework that has been applied in the
preparation of the Group Financial Statements is applicable law
International Accounting Standards in conformity with the
requirements of the Companies Act 2006 and IFRSs adopted
pursuant to Regulation (EC) No. 1606/2002 as it applies in the
European Union. The financial reporting framework that has
been applied in the preparation of the Parent Company Financial
Statements is applicable law and United Kingdom Accounting
Standards, including FRS 101 ‘Reduced Disclosure Framework’
(United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards
on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s
responsibilities for the audit of the Financial Statements section
of our report. We are independent of the Group in accordance
with the ethical requirements that are relevant to our audit of the
Financial Statements in the UK, including the FRC’s Ethical Standard
as applied to listed public interest entities, and we have fulfilled our
other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Conclusion on going concern
In auditing the Financial Statements, we have concluded that
the directors’ use of the going concern basis of accounting in
the preparation of the Financial Statements is appropriate. Our
evaluation of the directors’ assessment of the Group and Parent
Company’s ability to continue to adopt the going concern basis
of accounting included:
• We understood the process undertaken by management to
perform the going concern assessment, including the evaluation
of the ongoing impact of Covid-19 on the Group, the Group’s
access to available sources of liquidity and the impact of
amendments to the agreements with the Group’s lenders;
• We obtained management’s going concern assessment, including
the cash flow forecasts and covenant calculations for the going
concern period to 30 June 2022. The Group has modelled a base
case which is consistent with the assumptions used in the Group’s
impairment assessments; a downside scenario which assumes a
slower RevPAR recovery; and a reverse stress test based on liquidity
in order to determine how much additional downside in trading could
be absorbed before the bank facilities would need to be drawn.
• We evaluated the key assumptions underpinning the Group’s
forecasts. In particular, we compared the trading projections in
management’s base case and downside scenario to the Group’s
performance since the onset of the Covid-19 pandemic and to
external industry forecasts for indicators of contradictory evidence;
• We considered the results of management’s reverse stress test
scenario and independently calculated what changes to key
assumptions would result in the Group drawing on its bank
facilities. We also considered mitigating actions, assessing whether
they were within management’s control and whether they were
supported by the actual mitigation achieved in response to
Covid-19, to date. We considered whether the combination of
changes to key assumptions could plausibly lead to the Group’s
liquidity being eliminated within the period assessed;
• We tested the clerical accuracy of the models used to prepare
the Group’s going concern assessment; and
• We assessed the appropriateness of the Group’s disclosures
concerning the going concern basis of preparation.
We observed that whilst the Group revenue for the year ended
31 December 2020 decreased by 48% in total compared to the
prior year, the Group generated positive cash flows before
financing activities and held cash and cash equivalents (net of
overdrafts and restricted cash) of $1,575 million at 31 December
2020 (2019: $86 million), refer to the accounting policies (page 133)
of the Group Financial Statements.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group
and Parent Company’s ability to continue as a going concern for a
period ending 30 June 2022.
In relation to the Group and Parent Company’s reporting on how they
have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’ statement
in the Financial Statements about whether the directors considered
it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections of
this report. However, because not all future events or conditions can
be predicted, this statement is not a guarantee as to the Group’s
ability to continue as a going concern.
IHG | Annual Report and Form 20-F 2020
115
Independent Auditor’s UK ReportGroup Financial Statements Independent Auditor’s UK Report continued
Overview of our audit approach
Key audit matters
• Accounting for revenue related to the IHG Rewards (“IHGR”) loyalty programme
• Allocation of revenues and expenses to the System Fund
• Impairment of non-current assets
Audit scope
• We performed a full scope audit of 18 components and specific audit procedures for a further 35 components.
• For 16 full scope components, audit procedures were performed by a combination of the Primary Team and one or more of the three
component audit teams.
• The components where we performed full or specific audit procedures accounted for 82% (in absolute value) of profit or loss before tax
adjusted for pre-tax exceptional items and the System Fund and 95% of revenue. The coverage includes the contribution from components
where we performed specific audit procedures but may not have included testing of all significant accounts of the component.
Materiality
• Overall Group materiality of $26 million was applied which represents 5% of a normalised profit before tax, adjusted for pre-tax
exceptional items and the System Fund.
• We believe the adjusted profit measure, which excludes exceptional items and the System Fund, remains the most relevant
performance measure to the stakeholders of the Group, as set out on page 119.
• The normalised profit was calculated based on average reported results for the financial years ended 31 December 2018, 2019
and 2020, as set out on page 119.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we
identified. These matters included those which had the greatest effect on the overall audit strategy, the allocation of resources in the
audit and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the Financial
Statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
Key observations
communicated to the
Audit Committee
The deferred
revenue balance and
the recognition of
revenue related to
the IHGR loyalty
programme is within
an acceptable range.
The disclosures
provided in the
accounting policies
and the notes to the
Group Financial
Statements are
appropriate.
Risk
Accounting for revenue related to the IHG Rewards
(“IHGR”) loyalty programme
Refer to the Audit Committee Report (page 90);
critical accounting policies and the use of judgements,
estimates and assumptions (page 134); and notes 3
and 33 of the Group Financial Statements (pages 151
and 196).
As of 31 December 2020, the Group had deferred
revenue of $1,245 million (2019: $1,233 million) and
for the year ended 31 December 2020, recognised
$275 million (2019: $337 million) of revenue
associated with the IHGR loyalty programme.
As more fully described in the accounting policies
and notes 3 and 33 to the Group Financial Statements,
the Group recognises deferred revenue in an amount
that reflects its unsatisfied performance obligations.
The related performance obligation is satisfied, and
therefore revenue is recognised, in the period in which
the IHGR member consumes the loyalty points
either at a participating hotel or by selecting a
reward from a third party. The Group engages an
external actuary to assist in estimating the future
consumption rate of points earned by the members
of the IHGR loyalty programme (the “ultimate
consumption rate”), also referred to as “breakage”
being the estimation of the number of points that
will never be consumed. The ultimate consumption
rate is the key assumption in determining the deferred
revenue balance and the recognition of revenue
associated with the IHGR loyalty programme.
Auditing the deferred revenue balance and
recognition of revenue associated with the IHGR
loyalty programme was challenging due to the
judgement involved in estimating the ultimate
consumption rate. Significant estimation uncertainty
exists in projecting future IHGR members’
consumption activity as the estimate is forward
looking. The uncertainty has increased in the current
year due to the difficulty in estimating the longer-
term impact of Covid-19 on member activity.
Risk
direction
Our response to the risk
We obtained an understanding, evaluated the design and tested
the operating effectiveness of controls related to the Group’s process
for determining the ultimate consumption rate. For example, we
tested controls over the accuracy of the data provided to the
external actuary and management’s review and use of the
information contained in the external actuary’s report. This
included management’s review and approval of the estimated
return to pre-Covid-19 consumption levels over the longer-term.
To test the deferred revenue balance and the recognition of
revenue associated with the IHGR loyalty programme, our audit
procedures included, amongst others:
• testing the data used by management’s external actuary in their
modelling to derive the ultimate consumption rate, notably by
reconciling the input data with the Group’s underlying systems
and records.
• performing analytical review procedures to identify unusual
trends or contradictory information in the input data.
• considering the professional qualifications and objectivity of
management’s external actuary and inspecting their reports to
identify corroborating or contradictory evidence to the ultimate
consumption rate.
• involving actuarial specialists as part of our team to calculate an
independent estimate of an acceptable range of outcomes of the
ultimate consumption rate and assist in assessing the
appropriateness of the methodology, data and assumptions used
by management to determine the ultimate consumption rate
applied. We assessed the reasonableness of management’s
estimated return to pre-Covid-19 consumption levels over the
longer-term by: evaluating managements’ actions to delay point
and member status expirations; comparing the assumption to the
trends observed in geographical markets further into the recovery
period, such as Greater China; and benchmarking the assumption
to industry practice.
• performing sensitivity analysis on the ultimate consumption rate
to evaluate changes in the deferred revenue balance and the
recognition of revenue associated with the IHGR loyalty programme.
• evaluating the disclosures in the Group Financial Statements.
In addressing this key audit matter, audit procedures were
performed by the Primary Team.
116
IHG | Annual Report and Form 20-F 2020
Group Financial Statements Key observations
communicated to the
Audit Committee
The System Fund
revenues and
expenses have
been allocated in
accordance with
the principles
agreed with the IHG
Owners Association.
The disclosures
provided in the
accounting policies
and the notes to
the Group Financial
Statements are
appropriate.
The carrying value
of non-current
assets are
appropriately
measured in
accordance with
IAS 36 – Impairment
of assets.
The disclosures
provided in the
accounting policies
and the notes to
the Group Financial
Statements are
appropriate.
Risk
Allocation of revenues and expenses
to the System Fund
Refer to the Strategic Report (page 14); the Audit
Committee Report (page 90); and the accounting
policies (page 139) and note 33 of the Group
Financial Statements (page 196).
For the year ended 31 December 2020, the Group
recognised $765 million (2019: $1,373 million) of
System Fund revenues and $867 million (2019:
$1,422 million) of System Fund expenses.
As more fully described in the accounting policies
and note 33 to the Group Financial Statements,
the Group operates a System Fund which collects
contributions from hotel owners for the specific
purpose of funding marketing, the guest
reservation systems and the loyalty programme
in accordance with the principles agreed with
the IHG Owners Association.
Auditing the allocation of revenues and expenses
to the System Fund was complex due to:
i. the considerations involved in evaluating that
the allocation of revenues and expenses to the
System Fund by management was in accordance
with the principles agreed with the IHG Owners
Association; and
ii. the System Fund revenues and expenses being
eliminated from IHG’s operating profit from
reportable segments, a key performance measure
used by management.
Impairment of non-current assets
Refer to the Audit Committee Report (page 90);
critical accounting policies and the use of judgements,
estimates and assumptions (pages 135 to 137);
and notes to the Group Financial Statements
(pages 165 to 172).
At 31 December 2020, the carrying value of non-current
assets totalled $2,796 million (2019: $3,259 million).
For the year ended 31 December 2020, the Group
recognised impairment charges in respect of
non-current assets totalling $274 million (2019: $131
million). An additional $41m (2019: $nil) of impairment
was charged to the System Fund.
As more fully described in the critical accounting
policies and the use of judgements, estimates and
assumptions, and notes to the Group Financial
Statements, the impact of Covid-19 on the Group’s
results and forecasts has been considered a trigger
for impairment testing of non-current assets. The
Group tests non-current assets for impairment using
valuation techniques involving judgements, estimates
and assumptions. The key assumptions used in
management’s impairment assessments are cash flow
forecasts, mainly driven by RevPAR growth projections,
discount rates and judgments made in respect of
uncertain contractual positions.
Auditing the impairment assessments performed by
management was challenging due to the judgement
involved in determining the significant assumptions, in
particular the RevPAR growth projections. The risk has
increased during the year due to the greater estimation
uncertainty related to Covid-19 disruptions, for example,
potential further domestic and international travel
restrictions, or future economic and market conditions.
Risk
direction
Our response to the risk
We obtained an understanding, evaluated the design and tested
the operating effectiveness of controls related to the Group’s
process for allocating revenues and expenses to the System Fund.
For example, we tested controls over management’s review and
approval of changes to the allocation methodology.
To test the allocation of revenues and expenses to the System Fund,
our audit procedures included, amongst others:
• testing a sample of transactions that were classified as System
Fund revenues and expenses to evaluate the appropriate
classification in accordance with the principles agreed with
the IHG Owners Association and the reasonableness of allocation.
For example, we tested the allocation of expenses that would
otherwise be classified by the Group as exceptional items.
• testing whether changes made to the allocation methodology
were in accordance with the principles agreed with the IHG
Owners Association. For example, we inspected the evidence
supporting the changes relating to the InterContinental
Ambassador programme and the licensing of intellectual
property under co-brand credit card agreements.
• assessing whether the effects of Covid-19, the actions taken
by management in response, and any potential changes to the
allocation methodology as a result, had been reflected in changes
to the allocation of revenues and expenses to the System Fund.
For example, we evaluated whether the allocation of expenses
was significantly impacted by the Group’s reorganisations
completed in the year.
• performing analytical review procedures over the System Fund
revenues and expenses to identify unusual variances to the budget.
• testing manual journal entries made to System Fund revenues
and expenses to evaluate whether the entries were in accordance
with the principles agreed with the IHG Owners Association.
In addressing this key audit matter, audit procedures were
performed by a combination of the Primary Team and the
component audit team in the United States under our supervision.
We obtained an understanding, evaluated the design and tested
the operating effectiveness of controls related to management’s
assessments of impairment. For example, we tested controls over
management’s preparation and review of cash flow forecasts,
including over the determination of the RevPAR growth projections
and approval of impairment assessments.
To test management’s impairment assessments, our audit
procedures included, amongst others:
• evaluating the appropriateness of the methodology and
assumptions used in the cash flow forecasts. Specifically,
analysing management’s historic RevPAR forecasting accuracy
and evaluating the reasonableness of the RevPAR growth
projections by comparison to external industry data and, where
necessary, involving valuation specialists as part of our team
to determine an independent estimate of an acceptable range.
• evaluating the reasonableness of cash flow forecasts made in
respect of uncertain contractual positions by making enquiries
of management, including those outside of a financial reporting
and oversight role, and reviewing underlying contractual
agreements to identify corroborating or contradictory
evidence to the judgment made.
• testing the clerical accuracy of the impairment models used by
management and assessing the level at which goodwill and
other indefinite lived assets were tested.
• considering the professional qualifications and objectivity of
management’s external valuation specialists and inspecting
their reports to identify corroborating or contradictory evidence
to the estimate of the recoverable amount.
• evaluating the disclosures provided in the accounting policies
and the notes to the Group Financial Statements.
In addressing this key audit matter, audit procedures were
performed by the Primary Team.
IHG | Annual Report and Form 20-F 2020
117
Independent Auditor’s UK ReportGroup Financial Statements Independent Auditor’s UK Report continued
In the prior year, our auditor’s report included key audit matters
in relation to:
• “Impairment assessments of the Kimpton management contracts
and the UK portfolio goodwill and right-of-use asset”. In the current
year, these are captured within the key audit matter “Impairment
of non-current assets”.
• “Accounting for the acquisition of Six Senses Hotels Resorts Spas”.
As the audit of the acquisition accounting was completed in 2019,
the transaction is no longer considered a key audit matter.
An overview of the scope of the Parent Company and Group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our
allocation of performance materiality determine our audit scope for
each component within the Group. Taken together, this enables us
to form an opinion on the Group Financial Statements. We take
into account size, risk profile, the organisation of the Group and
effectiveness of group-wide controls, changes in the business
environment and other factors, such as Global Internal Audit’s results,
when assessing the level of work to be performed at each component.
In assessing the risk of material misstatement to the Group Financial
Statements, and to ensure we had adequate quantitative coverage of
significant accounts in the Group Financial Statements, we selected
53 components as full or specific scope components, which
represent the principal business units within the Group.
Of the 53 components selected, we performed an audit of the
complete financial information of 18 components (‘full scope
components’) which were selected based on their size or risk
characteristics. For 16 full scope components, procedures were
performed by a combination of the Primary Team and one or more
of the three component audit teams, (United Kingdom, United States
and India).
For the remaining 35 components (‘specific scope components’),
we performed audit procedures on specific accounts within that
component that we considered had the potential for the greatest
impact on the significant accounts in the Group Financial Statements
either because of the size of these accounts or their risk profile.
The table below illustrates the coverage obtained from the work
performed by our audit teams.
2019
%
revenue
61
31
92
8
See note
Number
% (in absolute value) profit or loss
before tax adjusted for pre-tax
exceptional items and the System Fund
%
revenue
% profit before tax adjusted
for pre-tax exceptional items
and the System Fund
Number
2020
Full scope
Specific scope
Full and specific scope coverage
Remaining components
Total
18
35
53
1
2
3
70
12
82
18
68
27
95
5
18
35
53
78
13
91
9
100
100
100
100
Notes
1 The key audit matters included in the tables on pages 116 and 117 were subject to full scope audit procedures.
2 The audit scope of these components may not have included testing of all significant accounts of the component but will have contributed to the coverage of significant accounts
tested for the Group.
3 Of the remaining components that together represent 18% (in absolute value) of the Group’s profit or loss before tax adjusted for pre-tax exceptional items and the System Fund, and
5% of the Group’s revenue; none are individually greater than 2% (in absolute value) of the Group’s profit or loss before tax adjusted for pre-tax exceptional items and the System Fund
or greater than 1% of the Group’s revenue. We performed specified procedures to test the consolidation of revenue for two components (2019: two). For two (2019: three) components,
we performed review scope procedures. For all other remaining components, we performed other procedures, including analytical review at both the Group and regional levels,
analytical review at individual components which contributed more than $5 million to either revenue from reportable segments or (in absolute value) to the Group’s profit or loss
before tax adjusted for pre-tax exceptional items and the System Fund, inquiry of management, testing entity level controls, testing group wide controls and testing of journals across
the Group to respond to potential risks of material misstatement to the Group Financial Statements.
Impact of the Covid-19 pandemic on the execution of our audit
We worked proactively with management to agree, where possible,
a revised timetable to enable our audit testing to be performed earlier
in the annual audit cycle. This assisted in providing sufficient time for
the audit of judgements and estimates arising from Covid-19 to be
considered fully and disclosures adequately assessed, to reflect the
extended time needed for management to conclude on the significant
estimates arising in the year, and to reflect the incremental time
associated with completing our audit remotely. The impact of
Covid-19 and the changes made to the audit timetable brought
forward a greater extent of auditing effort to earlier in the period,
in particular, prior to the publication of the Group’s interim financial
statements in August 2020 and during the pre-year-end phase of our
audit, in advance of the Audit Committee meeting in December 2020.
The onset of the pandemic occurred before our audit planning
procedures. As such, we evaluated our audit risk assessment, giving
particular attention to the effects of Covid-19 on the Group and
significant areas of judgment and estimation arising as a result.
We engaged with management throughout the audit, using video
conference calls, screen-sharing functionality, secure encrypted
document exchanges and data downloads to avoid limitations
on our ability to interact with management and obtain the audit
evidence we required to execute and document our audit.
All key meetings, such as the closing meetings and Audit
Committee meetings, were performed via video conference calls.
Involvement with component teams
In establishing our overall approach to the Group audit, we
determined the type of work that needed to be undertaken at each
of the components by us, as the Primary Team, or by component
auditors from other EY global network firms operating under our
instruction. Of the 18 full scope components, audit procedures were
performed on two of these directly by the Primary Team and 16 by
a combination of the Primary Team and one or more of the three
component audit teams. For the 35 specific scope components,
audit procedures were performed on six of these directly by the
Primary Team and 29 by the three component audit teams.
In addressing the key audit matters relating to accounting for revenue
related to the IHG Rewards loyalty programme and impairment of
non-current assets, audit procedures were performed by the Primary
Team. In addressing the key audit matters relating to the allocation
of revenues and expenses to the System Fund, audit procedures
were performed by a combination of the Primary team and the
component audit team in the United States under our supervision.
During the current audit cycle, our planned visits to component
teams were cancelled due to the travel restrictions arising from the
Covid-19 pandemic. In previous years, the Senior Statutory Auditor,
and other members of the Primary Team, have regularly visited the
component teams in the United Kingdom, United States and India.
We replaced the planned visits with alternative procedures, including
video conference call meetings and virtual reviews of our local audit
teams’ working papers.
118
IHG | Annual Report and Form 20-F 2020
Group Financial Statements
The reviews were planned and executed consistent with the
timing and scope of our planned visits. The Senior Statutory Auditor,
and other members of the Primary Team, completed their reviews
remotely for the component teams in the United Kingdom, United
States and India. We used our global audit software to enable the
Senior Statutory Auditor, and other members of the Primary Team,
to complete reviews of key component team working papers,
particularly focussing on the Group’s risk areas. We conducted
meetings using video conferencing to discuss the audit approach
and execution with the component teams and to discuss audit
issues arising from their work. The Senior Statutory Auditor, or
other members of the Primary Team, attended key meetings
with local management via video conference.
The Primary Team interacted regularly with the component teams
during various stages of the audit and were responsible for the
scope and direction of the audit process. We determined the
appropriate level of involvement to enable us to determine that
sufficient audit evidence had been obtained as a basis for our
opinion on the Group as a whole. The direction, supervision and
review of the three component teams, together with the additional
procedures performed at a Group level, gave us appropriate
evidence for our opinion on the Group Financial Statements.
Our application of materiality
We apply the concept of materiality in planning and performing
the audit, in evaluating the effect of identified misstatements on
the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually
or in the aggregate, could reasonably be expected to influence the
economic decisions of the users of the Group Financial Statements.
Materiality provides a basis for determining the nature and extent
of our audit procedures.
Using professional judgement, we determined materiality for the
Group to be $26 million (2019: $36 million), which is 5% of a
normalised profit before tax, adjusted for pre-tax exceptional items
and the System Fund. In 2019, we used 5% of profit before tax
adjusted for pre-tax exceptional items and the System Fund based
on actual results for the year.
In determining our materiality, we considered a number of
different metrics used by investors and other users of the Financial
Statements. We consider analysts and investors are focused on the
pace of recovery and the speed at which underlying operations
and revenue are returning to pre-Covid-19 levels. Setting materiality
when the business has been impacted by Covid-19 requires greater
auditor judgement. We believe profit before tax adjusted for pre-tax
exceptional items and the System Fund is the most relevant
performance measure to the stakeholders of the Group, as
IHG’s management and investors monitor performance with
this as a key metric.
As 2020 results have been significantly distorted as a result of
the pandemic, we have used a normalised basis, being the average
reported results for the financial years ended 31 December 2018,
2019 and 2020. This reduced our materiality by 31% in comparison
to 2019, partially reflecting the decline in revenue and performance
of the Group as a result of Covid-19. In assessing our materiality,
consideration was given to the size of the Group and its expected
ability to return to normalised levels of performance.
Specific audit procedures are performed by the Primary Team on
material exceptional items. Full scope audit procedures are performed
on the System Fund by a combination of the Primary Team and the
component audit team in the United States under our supervision.
Starting basis
• Loss before tax of $280million
Adjustments
• Adjust for pre-tax exceptional items of
$263 million and the System Fund result
of $102 million to determine adjusted
profit before tax of $85 million
Materiality
• Normalised adjusted profit before tax
of $519 million (materiality basis), being
the average profit before tax, adjusted
for pre-tax exceptional items and the
System Fund for 2020: $85 million, 2019:
$739 million and 2018: $732 million.
• Materiality of $26 million (5% of
materiality basis)
Our initial planning materiality was based on management’s
2020 forecast of adjusted profit. During the course of our
audit, we continually reassessed our materiality, considering
management’s latest forecasts and the actual results for the year,
where necessary reducing our planning materiality. Our final
normalised planning materiality, considering actual results for the
year ended 31 December 2020, was $26 million (2019: $36 million).
We determined materiality for the Parent Company to be £13 million
(2019: £14 million), which is 1% (2019: 1%) of equity.
Performance materiality
The application of materiality at the individual account or balance
level. It is set at an amount to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment
of the Group’s overall control environment, our judgement was
that performance materiality was 75% (2019: 75%) of our planning
materiality, namely $19 million (2019: $27 million). We have set
performance materiality at this percentage based on various
considerations including the past history of a low number of
misstatements identified during our previous audits and the
effectiveness of management’s control environment, to ensure
the total uncorrected and undetected audit differences in all
accounts did not exceed our materiality.
Audit work at component locations for the purpose of obtaining
audit coverage over significant financial statement accounts is
undertaken based on a percentage of total performance materiality.
The performance materiality set for each component is based on the
relative scale and risk of the component to the Group as a whole
and our assessment of the risk of misstatement at that component.
In the current year, the range of performance materiality allocated
to components was $1.3 million to $19 million (2019: $2 million
to $27 million).
Reporting threshold
An amount below which identified misstatements are considered
as being clearly trivial.
We agreed with the Audit Committee that we would report to
them all uncorrected audit differences in excess of $1.3 million
(2019: $1.8 million), which is set at 5% of planning materiality,
as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in light
of other relevant qualitative considerations in forming our opinion.
IHG | Annual Report and Form 20-F 2020
119
Independent Auditor’s UK ReportGroup Financial Statements Independent Auditor’s UK Report continued
Other information
The other information comprises the information included in the
annual report set out on pages 1 to 111 and pages 210 to 251, other
than the Financial Statements and our auditor’s report thereon. The
directors are responsible for the other information contained within
the annual report.
Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in
relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Group and Parent
Company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review.
Our opinion on the Financial Statements does not cover the other
information and, except to the extent otherwise explicitly stated in this
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the Financial Statements or our knowledge obtained in the
course of the audit or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the Financial Statements themselves.
If, based on the work we have performed, we conclude that
there is a material misstatement of the other information,
we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be
audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
• the information given in the strategic report and the directors’
report for the financial year for which the Financial Statements
are prepared is consistent with the Financial Statements; and
• the strategic report and the directors’ report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and
the Parent Company and its environment obtained in the course of
the audit, we have not identified material misstatements in the
strategic report or the directors’ report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
• adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the Parent Company Financial Statements and the part of the
directors’ remuneration report to be audited are not in agreement
with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law
are not made; or
• we have not received all the information and explanations we
require for our audit.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the Financial
Statements or our knowledge obtained during the audit:
• the directors’ statement set out on page 223 in the Financial
Statements about whether they considered it appropriate to adopt
the going concern basis of accounting in preparing them, and their
identification of any material uncertainties to the Group’s ability to
continue to do so over a period to 30 June 2022;
• the directors’ explanation set out on page 42 in the annual
report as to how they have assessed the prospects of the Group,
over what period they have done so and why they consider that
period to be appropriate, and their statement as to whether they
have a reasonable expectation that the Group will be able to
continue in operation and meet its liabilities as they fall due over
the period of their assessment, including any related disclosures
drawing attention to any necessary qualifications or assumptions;
• the directors’ statement on fair, balanced and understandable set
out on page 114;
• the directors’ confirmation set out on page 94 in the annual
report that they have carried out a robust assessment of the
emerging and principal risks facing the Group, including those
that would threaten its business model, future performance,
solvency or liquidity;
• the disclosures in the annual report set out on pages 34 to 41 that
describes the review of effectiveness of risk management and
internal control systems and;
• the Audit Committee Report in the annual report set out on page
86 to 90 which describe the work of the audit committee.
Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement set out on page 114, the directors are responsible for
the preparation of the Financial Statements and for being satisfied
that they give a true and fair view, and for such internal control as
the directors determine is necessary to enable the preparation of
Financial Statements that are free from material misstatement,
whether due to fraud or error.
In preparing the Financial Statements, the directors are responsible
for assessing the Group and Parent Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or the Parent Company
or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether
the Financial Statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these Financial Statements.
120
IHG | Annual Report and Form 20-F 2020
Group Financial Statements Other matters we are required to address
• Following the recommendation of the Audit Committee
we were appointed by the Group on 4 May 2020 to audit the
Financial Statements for the year ending 31 December 2020.
• We have served as auditors since the Group’s listing in
April 2003 and the period of total uninterrupted engagement,
including previous renewals and reappointments with the Group’s
predecessor businesses, is at least 33 years since 1988.
• The non-audit services prohibited by the FRC’s Ethical Standard
were not provided to the Group or the Parent Company and we
remain independent of the Group and the Parent Company in
conducting the audit.
• The audit opinion is consistent with the additional report to the
Audit Committee.
Use of our report
This report is made solely to the Parent Company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state
to the Parent Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Parent Company and the
Parent Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Sarah Kokot (Senior Statutory Auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
22 February 2021
Explanation as to what extent the audit was considered capable
of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined below, to detect irregularities, including
fraud. The risk of not detecting a material misstatement due to fraud
is higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery
or intentional misrepresentations, or through collusion. The extent
to which our procedures are capable of detecting irregularities,
including fraud is detailed below. However, the primary responsibility
for the prevention and detection of fraud rests with both those
charged with governance of the Group and management.
• We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Group and determined
that the most significant frameworks which are directly relevant
to specific assertions in the Financial Statements are those that
relate to the reporting framework (IFRS, FRS 101, the Companies
Act 2006 and UK Corporate Governance Code) and the relevant
tax compliance regulations in the jurisdictions in which the Group
operates. In addition, we concluded there are certain significant
laws and regulations which may have an effect on the
determination of the amounts and disclosures in the Financial
Statements, being the Listing Rules of the UK Listing Authority
and those laws and regulations relating to health and safety
and employee matters.
• We understood how the Group is complying with those
frameworks by making enquiries of management, internal audit,
those responsible for legal and compliance procedures and the
company secretary. We corroborated our enquiries through our
review of board minutes, papers provided to the Audit Committee
and correspondence received from regulatory bodies.
• We assessed the susceptibility of the Financial Statements
to material misstatement, including how fraud might occur, by
meeting with management from various parts of the business
to understand where management considered there was
susceptibility to fraud. We also considered performance targets
and their influence on efforts made by management to manage
earnings or influence the perceptions of analysts. We considered
the programs and controls that the Group has established to
address risks identified, or that otherwise prevent, deter and
detect fraud; and how senior management monitors those
programs and controls. Where the risk was considered to be
higher, we performed audit procedures to address each identified
fraud risk. These procedures included testing the allocation of
revenues and expenses to the System Fund and manual journals
and were designed to provide reasonable assurance that the
Financial Statements were free from fraud or error.
• Based on this understanding we designed our audit procedures
to identify non-compliance with such laws and regulations
identified in the paragraphs above. Our procedures involved:
journal entry testing, with a focus on manual consolidation journals
and journals indicating large or unusual transactions based on our
understanding of the business; enquiries of legal counsel, group
management, internal audit, divisional management and all full
and specific scope management; and focused testing, as
referred to in the key audit matters section above.
A further description of our responsibilities for the audit of the Group
Financial Statements is located on the Financial Reporting Council’s
website at www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
The maintenance and integrity of the InterContinental Hotels Group PLC website is the responsibility of the directors; the work carried out by the auditors does not involve
consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially
presented on the website.
IHG | Annual Report and Form 20-F 2020
121
Independent Auditor’s UK ReportGroup Financial Statements Independent Auditor’s US Report
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of InterContinental
Hotels Group PLC
Opinion on the Financial Statements
We have audited the accompanying Group statement of financial
position of InterContinental Hotels Group PLC (the ‘Group’) as of
31 December 2020 and 2019, the related Group statements of
income, comprehensive income, changes in equity and cash flows
for each of the three years in the period ended 31 December 2020,
and the related notes (collectively referred to as the ‘Group Financial
Statements’). In our opinion, the Group Financial Statements present
fairly, in all material respects, the financial position of the Group at
31 December 2020 and 2019, and the results of its operations and
its cash flows for each of the three years in the period ended
31 December 2020, in conformity with International Financial
Reporting Standards as issued by the International Accounting
Standards Board, adopted pursuant to Regulation (EC) No.
1606/2002 as it applies in the European Union.
We also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (‘PCAOB’), the
Group’s internal control over financial reporting as of 31 December
2020, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework), and our report
dated 22 February 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These Group Financial Statements are the responsibility of the
Group’s management. Our responsibility is to express an opinion
on the Group’s Financial Statements based on our audits. We are a
public accounting firm registered with the PCAOB and are required
to be independent with respect to the Group in accordance with the
U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the Group Financial
Statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the
risks of material misstatement of the Group Financial Statements,
whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in
the Group Financial Statements. Our audits also included evaluating
the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the
Group Financial Statements. We believe that our audits provide
a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising
from the current period audit of the Group Financial Statements that
were communicated or required to be communicated to the audit
committee and that: (1) relate to accounts or disclosures that are
material to the Group Financial Statements and (2) involved our
especially challenging, subjective or complex judgments. The
communication of critical audit matters does not alter in any
way our opinion on the Group Financial Statements, taken as a
whole, and we are not, by communicating the critical audit matters
below, providing separate opinions on the critical audit matters or
on the accounts or disclosures to which they relate.
122
IHG | Annual Report and Form 20-F 2020
Group Financial Statements Critical Audit Matter
Description of the Matter
How We Addressed the Matter in Our Audit
Accounting for
revenue related to the
IHG Rewards (“IHGR”)
loyalty programme
As of 31 December 2020, the Group had
deferred revenue of $1,245 million and for the
year ended 31 December 2020, recognised
$275 million of revenue associated with the
IHGR loyalty programme.
As more fully described in the accounting
policies and notes 3 and 33 to the Group
Financial Statements, the Group recognises
deferred revenue in an amount that reflects its
unsatisfied performance obligations. The related
performance obligation is satisfied, and therefore
revenue is recognised, in the period in which the
IHGR member consumes the loyalty points either
at a participating hotel or by selecting a reward
from a third party. The Group engages an
external actuary to assist in estimating the
future consumption rate of points earned by
the members of the IHGR loyalty programme
(the “ultimate consumption rate”), also referred
to as “breakage” being the estimation of the
number of points that will never be consumed.
The ultimate consumption rate is the key
assumption in determining the deferred
revenue balance and the recognition of revenue
associated with the IHGR loyalty programme.
Auditing the deferred revenue balance and
recognition of revenue associated with the IHGR
loyalty programme was challenging due to the
judgement involved in estimating the ultimate
consumption rate. Significant estimation
uncertainty exists in projecting future IHGR
members’ consumption activity as the estimate
is forward looking. The uncertainty has
increased in the current year due to the
difficulty in estimating the longer-term
impact of Covid-19 on member activity.
For the year ended 31 December 2020, the Group
recognised $765 million of System Fund revenues
and $867 million of System Fund expenses. As
more fully described in the accounting policies
and note 33 to the Group Financial Statements,
the Group operates a System Fund which collects
contributions from hotel owners for the specific
purpose of funding marketing, the guest
reservation systems and the loyalty programme
in accordance with the principles agreed with
the IHG Owners Association.
Auditing the allocation of revenues and expenses
to the System Fund was complex due to (i) the
considerations involved in evaluating that the
allocation of revenues and expenses to the System
Fund by management was in accordance with the
principles agreed with the IHG Owners Association
and (ii) the System Fund revenues and expenses
being eliminated from IHG’s operating profit from
reportable segments, a key performance measure
used by management.
Allocation of revenues
and expenses to the
System Fund
We obtained an understanding, evaluated the design and tested the operating
effectiveness of controls related to the Group’s process for determining the
ultimate consumption rate. For example, we tested controls over the accuracy
of the data provided to the external actuary and management’s review and
use of the information contained in the external actuary’s report. This
included management’s review and approval of the estimated return
to pre-Covid-19 consumption levels over the longer-term.
To test the deferred revenue balance and the recognition of revenue
associated with the IHGR loyalty programme, our audit procedures
included, amongst others, testing the data used by management’s external
actuary in their modelling to derive the ultimate consumption rate, notably
by reconciling the input data with the Group’s underlying systems and
records. We performed analytical review procedures to identify unusual
trends or contradictory information in the input data.
We considered the professional qualifications and objectivity of
management’s external actuary and inspected their reports to identify
corroborating or contradictory evidence to the ultimate consumption
rate. We involved actuarial specialists as part of our team to calculate an
independent estimate of an acceptable range of outcomes of the ultimate
consumption rate and assist in assessing the appropriateness of the
methodology, data and assumptions used by management to determine
the ultimate consumption rate applied. We assessed the reasonableness of
management’s estimated return to pre-Covid-19 consumption levels over
the longer-term by: evaluating managements’ actions to delay point and
member status expirations; comparing the assumption to the trends
observed in geographical markets further into the recovery period,
such as Greater China; and benchmarking the assumption to
industry practice.
We performed sensitivity analysis on the ultimate consumption rate to
evaluate changes in the deferred revenue balance and the recognition of
revenue associated with the IHGR loyalty programme. We evaluated the
disclosures in the Group Financial Statements.
We obtained an understanding, evaluated the design and tested the
operating effectiveness of controls related to the Group’s process for
allocating revenues and expenses to the System Fund. For example,
we tested controls over management’s review and approval of
changes to the allocation methodology.
To test the allocation of revenues and expenses to the System Fund, our
audit procedures included, amongst others, testing a sample of transactions
that were classified as System Fund revenues and expenses to evaluate the
appropriate classification in accordance with the principles agreed with the
IHG Owners Association and the reasonableness of allocation. For example,
we tested the allocation of expenses that would otherwise be classified by
the Group as exceptional items.
We tested whether changes made to the allocation methodology were in
accordance with the principles agreed with the IHG Owners Association.
For example, we inspected the evidence supporting the changes relating
to the InterContinental Ambassador programme and the licensing of
intellectual property under co-brand credit card agreements.
We assessed whether the effects of Covid-19, the actions taken by
management in response, and any potential changes to the allocation
methodology as a result, had been reflected in changes to the allocation
of revenues and expenses to the System Fund. For example, we evaluated
whether the allocation of expenses was significantly impacted by the Group’s
reorganisations completed in the year.
We performed analytical review procedures over the System Fund revenues
and expenses to identify unusual variances to the budget. We tested manual
journal entries made to System Fund revenues and expenses to evaluate
whether the entries were in accordance with the principles agreed with the
IHG Owners Association.
IHG | Annual Report and Form 20-F 2020
123
Independent Auditor’s US ReportGroup Financial Statements Independent Auditor’s US Report continued
Critical Audit Matter
Description of the Matter
How We Addressed the Matter in Our Audit
Impairment of
non-current assets
At 31 December 2020, the carrying value of
non-current assets totalled $2,796 million. For
the year ended 31 December 2020, the Group
recognised impairment charges in respect of
non-current assets totalling $274 million.
An additional $41 million of impairment
was charged to the System Fund.
As more fully described in the critical accounting
policies and the use of judgements, estimates and
assumptions, and notes to the Group Financial
Statements, the impact of Covid-19 on the Group’s
results and forecasts has been considered a
trigger for impairment testing of non-current
assets. The Group tests non-current assets for
impairment using valuation techniques involving
judgements, estimates and assumptions. The key
assumptions used in management’s impairment
assessments are cash flow forecasts, mainly driven
by RevPAR growth projections, discount rates and
judgments made in respect of uncertain
contractual positions.
Auditing the impairment assessments
performed by management was challenging
due to the judgement involved in determining the
significant assumptions, in particular the RevPAR
growth projections. The risk has increased during
the year due to the greater estimation uncertainty
related to Covid-19 disruptions, for example,
potential further domestic and international
travel restrictions, or future economic and
market conditions.
We obtained an understanding, evaluated the design and tested the
operating effectiveness of controls related to management’s assessments of
impairment. For example, we tested controls over management’s preparation
and review of cash flow forecasts, including over the determination of the
RevPAR growth projections and approval of impairment assessments.
To test management’s impairment assessments, our audit procedures
included, amongst others, evaluating the appropriateness of the
methodology and assumptions used in the cash flow forecasts. Specifically,
we analysed management’s historic RevPAR forecasting accuracy and
evaluated the reasonableness of the RevPAR growth projections by
comparison to external industry data and, where necessary, involving
valuation specialists as part of our team to determine an independent
estimate of an acceptable range.
We evaluated the reasonableness of cash flow forecasts made in respect
of uncertain contractual positions by making enquiries of management,
including those outside of a financial reporting and oversight role, and
reviewing underlying contractual agreements to identify corroborating
or contradictory evidence to the judgment made.
We tested the clerical accuracy of the impairment models used by
management and assessed the level at which goodwill and other indefinite
lived assets were tested. We considered the professional qualifications and
objectivity of management’s external valuation specialists and inspected their
reports to identify corroborating or contradictory evidence to the estimate of
the recoverable amount.
We evaluated the disclosures provided in the accounting policies and the
notes to the Group Financial Statements.
Ernst & Young LLP
We have served as auditors since the Group’s listing in April 2003 and of the Group’s predecessor businesses since 1988.
London, England
22 February 2021
The maintenance and integrity of the InterContinental Hotels Group PLC website is the responsibility of the directors; the work carried out by the auditors does not involve
consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially
presented on the website.
124
IHG | Annual Report and Form 20-F 2020
Group Financial Statements Definition and Limitations of Internal Control over
Financial Reporting
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of
the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only
in accordance with authorisations of management and directors
of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use,
or disposition of the company’s assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Ernst & Young LLP
London, England
22 February 2021
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of InterContinental
Hotels Group PLC.
Opinion on Internal Control over Financial Reporting
We have audited InterContinental Hotels Group PLC’s internal
control over financial reporting as of 31 December 2020, based on
criteria established in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion,
InterContinental Hotels Group PLC (the Group) maintained, in all
material respects, effective internal control over financial reporting
as of 31 December 2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States)
(PCAOB), the Group statement of financial position as of 31
December 2020 and 2019, and the related Group statements of
income, comprehensive income, changes in equity and cash flows
for each of the three years in the period ended 31 December 2020,
and the related notes, and our report dated 22 February 2021
expressed an unqualified opinion thereon.
Basis for opinion
The Company’s management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting included in
the accompanying management’s report on internal control over
financial reporting. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our
audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audit in accordance with the standards of
the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
The maintenance and integrity of the InterContinental Hotels Group PLC website is the responsibility of the directors; the work carried out by the auditors does not involve
consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially
presented on the website.
IHG | Annual Report and Form 20-F 2020
125
Independent Auditor’s US ReportGroup Financial Statements Group Financial Statements
Group income statement
For the year ended 31 December 2020
Revenue from fee business
Revenue from owned, leased and managed lease hotels
System Fund revenues
Reimbursement of costs
Total revenue
Cost of sales
System Fund expenses
Reimbursed costs
Administrative expenses
Share of losses of associates and joint ventures
Other operating income
Depreciation and amortisation
Impairment loss on financial assets
Other impairment charges
Operating (loss)/profit
Operating (loss)/profit analysed as:
Operating profit before System Fund and exceptional items
System Fund
Operating exceptional items
Financial income
Financial expenses
Fair value gains/(losses) on contingent purchase consideration
(Loss)/profit before tax
Tax
(Loss)/profit for the year from continuing operations
Attributable to:
Equity holders of the parent
Non-controlling interest
(Loss)/earnings per ordinary share:
Continuing and total operations:
Basic
Diluted
a Amended for presentational changes (see page 134).
Notes on pages 133 to 199 form an integral part of these Group Financial Statements.
Note
3
3
2
2
2
6
2
6
7
7
25
8
10
2020
$m
823
169
765
637
2,394
(354)
(867)
(637)
(267)
(14)
16
(110)
(88)
(226)
(153)
219
(102)
(270)
(153)
4
(144)
13
(280)
20
(260)
(260)
–
(260)
2019a
$m
1,510
573
1,373
1,171
4,627
(782)
(1,422)
(1,171)
(385)
(3)
21
(116)
(8)
(131)
630
865
(49)
(186)
630
6
(121)
27
542
(156)
386
385
1
386
2018a
$m
1,486
447
1,233
1,171
4,337
(671)
(1,379)
(1,171)
(415)
(1)
14
(115)
(17)
–
582
832
(146)
(104)
582
5
(101)
(4)
482
(132)
350
349
1
350
(142.9)¢
(142.9)¢
210.4¢
209.2¢
183.7¢
181.8¢
126
IHG | Annual Report and Form 20-F 2020
Group Financial Statements Group statement of comprehensive income
For the year ended 31 December 2020
(Loss)/profit for the year
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
(Losses)/gains on cash flow hedges, net of related tax credit of $4m (2019: $nil, 2018: including related
tax credit of $1m)
Costs of hedging
Hedging (gains)/losses reclassified to financial expenses
Exchange (losses)/gains on retranslation of foreign operations, net of related tax credit of $4m
(2019: net of related tax credit of $3m, 2018: including related tax credit of $2m)
Items that will not be reclassified to profit or loss:
(Losses)/gains on equity instruments classified as fair value through other comprehensive income, net of related tax
credit of $4m (2019: net of related tax charge of $2m, 2018: including related tax charge of $2m)
Re-measurement (losses)/gains on defined benefit plans, net of related tax credit of $1m
(2019: net of related tax credit of $1m, 2018: net of related tax charge of $4m)
Tax related to pension contributions
Total other comprehensive (loss)/income for the year
Total comprehensive (loss)/income for the year
Attributable to:
Equity holders of the parent
Non-controlling interest
Notes on pages 133 to 199 form an integral part of these Group Financial Statements.
2020
$m
(260)
2019
$m
386
2018
$m
350
3
(6)
(13)
(85)
(101)
(43)
(7)
1
(49)
(150)
(410)
(410)
–
(410)
(34)
(6)
38
(39)
(41)
10
(6)
–
4
(37)
349
348
1
349
5
(1)
(8)
44
40
(14)
8
–
(6)
34
384
382
2
384
IHG | Annual Report and Form 20-F 2020
127
Group Financial StatementsGroup Financial Statements Group Financial Statements continued
Group statement of changes in equity
At 1 January 2020
Loss for the year
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss:
Losses on cash flow hedges
Costs of hedging
Hedging gains reclassified
to financial expenses
Exchange losses on retranslation
of foreign operations
Items that will not be reclassified
to profit or loss:
Losses on equity instruments
classified as fair value through
other comprehensive income
Gains on equity instruments
transferred to retained earnings
on disposal
Re-measurement losses
on defined benefit plans
Tax related to pension
contributions
Total other comprehensive loss
for the year
Total comprehensive loss
for the year
Transfer of treasury shares
to employee share trusts
Release of own shares by
employee share trusts
Equity-settled share-based cost,
net of $3m reclassification to
cash-settled awards
Tax related to share schemes
Exchange adjustments
At 31 December 2020
Equity share
capital
$m
Capital
redemption
reserve
$m
Shares
held by
employee
share trusts
$m
Other
reserves
$m
Fair value
reserve
$m
Cash flow
hedging
reserve
$m
Currency
translation
reserve
$m
Retained
earnings
$m
IHG share-
holders’
equity
$m
Non-
controlling
interest
$m
151
–
10
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
5
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(5)
(2,870)
–
–
–
–
–
–
–
–
–
–
–
–
–
(14)
18
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(5)
57
–
(6)
–
381
–
809
(1,473)
(260)
(260)
–
–
–
–
–
(43)
(3)
–
–
(46)
3
(6)
(13)
(2)
(18)
–
–
–
–
–
–
–
–
(83)
(83)
–
–
–
–
–
(46)
(18)
(83)
–
–
–
–
–
–
3
(7)
1
(3)
(3)
3
(6)
(13)
(85)
(101)
(43)
–
(7)
1
(49)
(150)
(46)
(18)
(83)
(263)
(410)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
14
(18)
27
(1)
–
–
–
27
(1)
–
156
10
(1)
(2,875)
11
(24)
298
568
(1,857)
8
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
8
Total
equity
$m
(1,465)
(260)
3
(6)
(13)
(85)
(101)
(43)
–
(7)
1
(49)
(150)
(410)
–
–
27
(1)
–
(1,849)
All items within total comprehensive loss are shown net of tax.
Notes on pages 133 to 199 form an integral part of these Group Financial Statements.
128
IHG | Annual Report and Form 20-F 2020
Group Financial Statements
Equity share
capital
$m
Capital
redemption
reserve
$m
Shares
held by
employee
share trusts
$m
Other
reserves
$m
Fair value
reserve
$m
Cash flow
hedging
reserve
$m
Currency
translation
reserve
$m
Retained
earnings
$m
IHG share-
holders’
equity
$m
Non-
controlling
interest
$m
47
–
(4)
–
420
–
1,111
385
(1,139)
385
Total
equity
$m
(1,131)
386
(34)
(6)
38
(39)
(41)
10
(6)
4
(37)
349
–
(5)
–
41
4
8
1
–
–
–
–
–
–
–
–
–
1
–
–
–
–
–
At 1 January 2019
Profit for the year
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss:
Losses on cash flow hedges
Costs of hedging
Hedging losses reclassified
to financial expenses
Exchange losses on retranslation
of foreign operations
Items that will not be reclassified
to profit or loss:
Gains on equity instruments
classified as fair value through
other comprehensive income
Re-measurement losses on
defined benefit plans
Total other comprehensive
income/(loss) for the year
Total comprehensive income
for the year
Transfer of treasury shares
to employee share trusts
Purchase of own shares by
employee share trusts
Release of own shares by
employee share trusts
Equity-settled share-based cost
Tax related to share schemes
Equity dividends paid
Transaction costs relating
to shareholder returns
Exchange adjustments
At 31 December 2019
146
–
10
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
5
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(4)
(2,865)
–
–
–
–
–
–
–
–
–
–
–
(19)
(5)
23
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(5)
–
–
–
–
–
10
–
10
10
10
–
–
–
–
–
–
–
–
(34)
(6)
38
–
(2)
–
–
–
(2)
(2)
–
–
–
–
–
–
–
–
–
–
–
(39)
(39)
–
–
–
(39)
–
–
–
–
–
–
(6)
(6)
(6)
(34)
(6)
38
(39)
(41)
10
(6)
4
(37)
(39)
379
348
–
–
–
–
–
–
–
–
19
–
(23)
41
4
–
(5)
–
41
4
(1)
–
(1)
–
(721)
(721)
(1)
(722)
–
–
8
(1)
–
(1,465)
151
10
(5)
(2,870)
57
(6)
381
809
(1,473)
All items within total comprehensive income are shown net of tax.
Notes on pages 133 to 199 form an integral part of these Group Financial Statements.
IHG | Annual Report and Form 20-F 2020
129
Group Financial StatementsGroup Financial Statements
Total
equity
$m
(1,354)
–
(1,354)
350
5
(1)
(8)
44
40
(14)
8
(6)
34
384
–
(3)
–
39
3
7
–
7
1
–
–
–
1
1
–
–
–
1
2
–
–
–
–
–
(1)
–
8
(200)
–
(1,131)
Group Financial Statements continued
Group statement of changes in equity continued
Equity share
capital
$m
Capital
redemption
reserve
$m
Shares
held by
employee
share trusts
$m
Other
reserves
$m
Fair value
reserve
$m
Cash flow
hedging
reserve
$m
Currency
translation
reserve
$m
Retained
earnings
$m
IHG share-
holders’
equity
$m
Non-
controlling
interest
$m
At 1 January 2018
Impact of adopting IFRS 9a
At 1 January 2018
Profit for the year
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss:
Gains on cash flow hedges
Costs of hedging
Hedging gains reclassified
to financial expenses
Exchange gains on retranslation
of foreign operations
Items that will not be reclassified
to profit or loss:
Losses on equity instruments
classified as fair value through
other comprehensive income
Re-measurement gains on
defined benefit plans
Total other comprehensive
(loss)/income for the year
Total comprehensive income
for the year
Transfer of treasury shares
to employee share trusts
Purchase of own shares by
employee share trusts
Release of own shares by
employee share trusts
Equity-settled share-based cost
Tax related to share schemes
Equity dividends paid
Exchange adjustments
At 31 December 2018
154
–
154
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(8)
146
10
–
10
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
10
(5)
–
(5)
–
–
–
–
–
–
–
–
–
–
–
(19)
(3)
24
–
–
–
(1)
(4)
(2,874)
–
(2,874)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
9
79
(18)
61
–
–
–
–
–
–
(14)
–
(14)
(14)
(14)
–
–
–
–
–
–
–
–
–
–
–
5
(1)
(8)
–
(4)
–
–
–
(4)
(4)
–
–
–
–
–
–
–
377
–
377
–
898
18
916
349
(1,361)
–
(1,361)
349
–
–
–
43
43
–
–
–
43
43
–
–
–
–
–
–
–
–
–
–
–
–
–
8
8
8
5
(1)
(8)
43
39
(14)
8
(6)
33
357
382
19
–
(24)
39
3
–
(3)
–
39
3
(199)
(199)
–
–
(2,865)
47
(4)
420
1,111
(1,139)
a IFRS 9 was applied from 1 January 2018. Under the transition method chosen, comparative information was not restated.
All items within total comprehensive income are shown net of tax.
Notes on pages 133 to 199 form an integral part of these Group Financial Statements.
130
IHG | Annual Report and Form 20-F 2020
Group Financial Statements Group statement of financial position
31 December 2020
ASSETS
Goodwill and other intangible assets
Property, plant and equipment
Right-of-use assets
Investment in associates and joint ventures
Other financial assets
Derivative financial instruments
Deferred compensation plan investments
Non-current tax receivable
Deferred tax assets
Contract costs
Contract assets
Total non-current assets
Inventories
Trade and other receivables
Current tax receivable
Other financial assets
Derivative financial instruments
Cash and cash equivalents
Contract costs
Contract assets
Total current assets
Assets classified as held for sale
Total assets
LIABILITIES
Loans and other borrowings
Lease liabilities
Trade and other payables
Deferred revenue
Provisions
Current tax payable
Total current liabilities
Loans and other borrowings
Lease liabilities
Derivative financial instruments
Retirement benefit obligations
Deferred compensation plan liabilities
Trade and other payables
Deferred revenue
Provisions
Deferred tax liabilities
Total non-current liabilities
Liabilities classified as held for sale
Total liabilities
Net liabilities
EQUITY
IHG shareholders’ equity
Non-controlling interest
Total equity
Note
2020
$m
2019
Restateda
$m
2018
Restateda
$m
13
14
15
16
17
24
25
8
3
3
18
17
24
19
3
3
12
22
15
20
3
21
22
15
24
27
25
20
3
21
8
12
1,293
1,376
1,143
201
303
81
168
5
236
15
113
70
311
309
490
110
284
–
218
28
66
67
311
2,796
3,259
5
514
18
1
–
1,675
5
25
2,243
–
6
666
16
4
1
195
5
23
916
19
5,039
4,194
(869)
(34)
(466)
(452)
(16)
(30)
(1,867)
(2,898)
(416)
(18)
(103)
(236)
(94)
(87)
(65)
(568)
(555)
(40)
(50)
(1,365)
(2,078)
(595)
(20)
(96)
(218)
(116)
(1,117)
(1,009)
(44)
(95)
(22)
(118)
273
513
104
260
7
193
31
63
55
270
2,912
5
610
27
1
1
704
5
20
1,373
–
4,285
(104)
(55)
(616)
(572)
(10)
(50)
(1,407)
(1,910)
(615)
–
(91)
(193)
(125)
(934)
(17)
(124)
(5,021)
(4,272)
(4,009)
–
(6,888)
(1,849)
(22)
(5,659)
(1,465)
–
(5,416)
(1,131)
(1,857)
(1,473)
(1,139)
8
8
8
(1,849)
(1,465)
(1,131)
a Restated for deferred compensation plan investments and liabilities (see page 134).
Signed on behalf of the Board,
Paul Edgecliffe-Johnson
22 February 2021
Notes on pages 133 to 199 form an integral part of these Group Financial Statements.
IHG | Annual Report and Form 20-F 2020
131
Group Financial StatementsGroup Financial Statements Note
26
26
25
8
11
25
7
8
9
23
23
23
23
23
23
19
19
2020
$m
(260)
632
372
(64)
308
(132)
2
–
(41)
137
(26)
(50)
(2)
(5)
–
–
(1)
5
1
13
4
–
2019
$m
386
582
968
(61)
907
(110)
3
(6)
(141)
653
(75)
(104)
(10)
(9)
(292)
(2)
(5)
–
–
4
–
–
(61)
(493)
–
–
–
–
1,093
738
(290)
(65)
(125)
3
(5)
(721)
(1)
(1)
–
–
–
(59)
127
–
1,354
(660)
1,430
(500)
108
86
1,624
600
8
108
2018
$m
350
564
914
(54)
860
(87)
2
–
(66)
709
(46)
(112)
(1)
(33)
(34)
(4)
(5)
32
–
8
–
(2)
(197)
(3)
(199)
(1)
–
554
–
–
(35)
(268)
3
51
563
58
(21)
600
Group Financial Statements continued
Group statement of cash flows
For the year ended 31 December 2020
(Loss)/profit for the year
Adjustments reconciling (loss)/profit for the year to cash flow from operations before contract
acquisition costs
Cash flow from operations before contract acquisition costs
Contract acquisition costs, net of repayments
Cash flow from operations
Interest paid
Interest received
Contingent purchase consideration paid
Tax paid on operating activities
Net cash from operating activities
Cash flow from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Investment in associates and joint ventures
Investment in other financial assets
Acquisition of businesses, net of cash acquired
Contingent purchase consideration paid
Capitalised interest paid
Distributions from associates and joint ventures
Disposal of hotel assets, net of costs and cash disposed
Repayments of other financial assets
Disposal of equity securities
Tax paid on disposals
Net cash from investing activities
Cash flow from financing activities
Purchase of own shares by employee share trusts
Dividends paid to shareholders
Dividend paid to non-controlling interest
Transaction costs relating to shareholder returns
Issue of long-term bonds, including effect of currency swaps
Issue of commercial paper
Repayment of long-term bonds
Principal element of lease payments
(Decrease)/increase in other borrowings
Proceeds from currency swaps
Net cash from financing activities
Net movement in cash and cash equivalents in the year
Cash and cash equivalents at beginning of the year
Exchange rate effects
Cash and cash equivalents at end of the year
Notes on pages 133 to 199 form an integral part of these Group Financial Statements.
132
IHG | Annual Report and Form 20-F 2020
Group Financial Statements Accounting policies
General information
This document constitutes the Annual Report and Financial
Statements in accordance with UK Listing Rules requirements
and the Annual Report on Form 20-F in accordance with the
US Securities Exchange Act of 1934.
The Consolidated Financial Statements of InterContinental Hotels
Group PLC (‘the Group’ or ‘IHG’) for the year ended 31 December 2020
were authorised for issue in accordance with a resolution of the
Directors on 22 February 2021. InterContinental Hotels Group PLC
(the ‘Company’) is incorporated and registered in England and Wales.
Basis of preparation
The Consolidated Financial Statements of IHG have been prepared
on a going concern basis (see below) and under the historical cost
convention, except for assets and liabilities measured at fair value under
relevant accounting standards. The Consolidated Financial Statements
have been prepared in accordance with International Financial
Reporting Standards (‘IFRSs’) as issued by the IASB and with IFRSs
adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the
European Union and with international accounting standards as applied
in accordance with the provisions of the Companies Act 2006. IFRSs
adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the
European Union differ in certain respects from IFRSs as issued by the
IASB. However, the differences have no impact on the Consolidated
Financial Statements for the years presented.
Going concern
The impact of the Covid-19 pandemic on the hospitality industry
has been severe. Through 2020, many of the Group’s hotels were
temporarily closed, while others experienced historically low levels
of occupancy and room rates.
The Group’s fee-based model and wide geographic spread mean
that it is well placed to manage through these uncertain times. The
Group has taken various actions to manage cash outflows, including
a reduction in staff costs, professional fees, capital expenditure and
the suspension of the ordinary dividend. Overall fee business costs
have been reduced by $150m, and capital expenditure by over
$100m on prior year levels. The Group has also taken actions to
reduce costs for owners and support them in managing their cash
flows. Combined, these actions resulted in the Group mitigating the
significant reduction in fee revenue and System Fund assessment
fees to generate a free cash flow in the year of $29ma.
The Group has taken steps to strengthen its liquidity, including
agreeing amendments of existing covenants on its syndicated and
bilateral revolving credit facilities (‘the bank facilities’) until December
2022 and issuing £600m commercial paper under the UK’s Covid
Corporate Financing Facility (‘CCFF’) which is repayable in March
2021. The covenant amendment agreements introduce a minimum
liquidity covenant of $400m tested at half year and full year up to
and including 31 December 2022. Minimum liquidity includes undrawn
amounts from the bank facilities. The leverage ratio and interest
cover covenants have been waived at June 2021 and December
2021. The covenants at June 2022 have been amended to require
less than 7.5x for the leverage ratio and greater than 1.5x for interest
cover (see note 24). The maturities of the bank facilities have also
been extended to September 2023.
In October 2020 the Group issued two new bonds, a four-year
€500m 1.625% bond and an eight-year £400m 3.375% bond.
At the same time, a tender offer was completed on the £400m
3.875% November 2022 bond and £227m was repaid early from
the new bond proceeds. These actions have increased the Group’s
liquidity, extended its debt maturity profile and reduced the Group’s
overall average cost of bond financing.
a Definitions for Non-GAAP measures can be found on pages 47 to 51. Reconciliations of
these measures to the most directly comparable line items within the Group Financial
Statements can be found on pages 212 to 216.
As at 31 December 2020 the Group had total liquidity of $2,925m,
comprising $1,350m of undrawn bank facilities and $1,575m of cash
and cash equivalents (net of overdrafts and restricted cash).
A period of 18 months has been used, from 1 January 2021 to
30 June 2022, to complete the going concern assessment. There
remains unusually limited visibility on the pace and scale of market
recovery and therefore there are a wide range of possible planning
scenarios over the going concern period. In adopting the going
concern basis for preparing these financial statements the Directors
have considered a scenario (the ‘Base Case’) which is based on a
gradual improvement in demand during 2021 as vaccines become
more widely available, and a steady but gradual improvement to
the end of 2023 by when RevPAR is expected to reach 90% of 2019
levels. Also, it has been assumed that the CCFF is repaid at maturity
in March 2021. There are no other debt maturities in the period
under consideration. The assumptions applied in the going concern
assessment are consistent with those used for Group planning
purposes and for impairment testing (see further detail on page 135).
Under this scenario, the Group is forecast to generate positive cash
flows over the 18-month period of assessment and the bank facilities
remain undrawn. The principal risks and uncertainties which could be
applicable have been considered and are able to be absorbed within
the $400m liquidity covenant and amended covenant requirements.
The Directors have also reviewed a ‘Downside Case’ scenario which
assumes a slower impact from vaccine rollout and is based on the
performance of the second half of 2020 continuing throughout
2021, with the recovery to 2019 levels starting in 2022. Under this
scenario, the Group is also forecast to generate a positive cash flow
over the 18-month period and the bank facilities remain undrawn.
The Downside Case was used to set the amended covenants and
there is limited headroom to the covenants at 30 June 2022 to
absorb additional risks. However, based on experience in 2020,
the Directors reviewed a number of actions, such as reductions
in bonuses and other discretionary spend, creating substantial
additional headroom. After these actions are taken, the principal
risks and uncertainties which could be applicable can be absorbed
within the amended covenant requirements.
In the Downside Case, the Group has substantial levels of existing cash
reserves available (approximately $800m at 30 June 2022) and is not
expected to draw on the bank facilities. These cash reserves would
increase after the additional actions are taken as described above.
The Directors reviewed a reverse stress test scenario to determine
how much additional RevPAR downside could be absorbed before
utilisation of the bank facilities would be required. The Directors
concluded that the outcome of this reverse stress test showed that
it was very unlikely the bank facilities would need to be drawn.
The leverage and interest cover covenant tests at 30 June 2022, the
last day of the assessment period, have been considered as part of
the Base Case and Downside Case scenarios. However, as the bank
facilities are unlikely to be drawn even in a scenario significantly
worse than the downside scenario, the Group does not need to rely
on the additional liquidity provided by the bank facilities to remain a
going concern. This means that in the event the covenant test was
failed, the bank facilities could be cancelled by the lenders but it
would not trigger a repayment demand or create a cross-default risk.
In the event that a further covenant amendment was required, the
Directors believe it is reasonable to expect that such an amendment
could be obtained based on prior experience in negotiating the 2020
amendments. The Group also has alternative options to manage this
risk including raising additional funding in the capital markets.
Having reviewed these scenarios, the Directors have a reasonable
expectation that the Group has sufficient resources to continue
operating until at least 30 June 2022 and there are no material
uncertainties that may cast doubt on the Group’s going concern
status. Accordingly, they continue to adopt the going concern
basis in preparing the Financial Statements.
IHG | Annual Report and Form 20-F 2020
133
Accounting policiesGroup Financial Statements Accounting policies continued
Change in accounting policy
The Group operates a deferred compensation plan in the US
which allows certain employees to make additional provision for
retirement, through the deferral of salary with matching company
contributions within a dedicated trust. The Group has reassessed
the accounting judgement for this plan which was previously
not consolidated based on a control analysis as disclosed in the
Group’s prior year financial statements. The Group has revisited
the judgement regarding the extent of its control over the plan
by placing more weighting on some of the Group’s legal rights
and, giving consideration to both IFRS 10 ‘Consolidated Financial
Statements’ and IAS 19 ‘Employee Benefits’, the Group has changed
its accounting policy and has recognised the related assets and
liabilities on the balance sheet (see note 25). The Group’s obligation
to employees under the plan is limited to the fair value of assets
held by the plan and so the assets and liabilities are valued at the
same amount, with no net impact on profit or loss. The effect on
the Consolidated Financial Statements is the recognition and
presentation of deferred compensation plan investments of $236m
(2019: $218m, 2018: $193m) and matching deferred compensation
plan liabilities. There is no net impact on the comparative income
statements, nor would there have been any net impact on the Group
income statement in earlier periods.
Presentational changes
The presentation of the Group income statement has been
amended to include impairment loss on financial assets as a
separate line item reflecting the increased size of such losses and
therefore providing more reliable and relevant information for the
users of the financial statements. Comparatives have been re-
presented on a consistent basis.
Presentational currency
The Consolidated Financial Statements are presented in millions
of US dollars reflecting the profile of the Group’s revenue and
operating (loss)/profit which are primarily generated in US dollars
or US dollar-linked currencies.
In the Consolidated Financial Statements, equity share capital,
the capital redemption reserve and shares held by employee share
trusts are translated into US dollars at the rates of exchange on the
last day of the period; the resultant exchange differences are
recorded in other reserves.
The functional currency of the Parent Company is sterling since this
is a non-trading holding company located in the United Kingdom
that has sterling denominated share capital and whose primary
activity is the payment and receipt of sterling dividends and of
interest on sterling denominated external borrowings and inter-
company balances.
Critical accounting policies and the use of judgements,
estimates and assumptions
In determining and applying the Group’s accounting policies,
management are required to make judgements, estimates and
assumptions. An accounting policy is considered to be critical if
its selection or application could materially affect the reported
amounts of assets and liabilities at the date of the Consolidated
Financial Statements, or the reported amounts of revenues and
expenses during the reporting period, or could do so within the
next financial year.
Judgements
System Fund
The Group operates a System Fund (the ‘Fund’) to collect and
administer cash assessments from hotel owners for the specific
purpose of use in marketing, the Guest Reservation System and
hotel loyalty programme. Assessments are generally levied as a
percentage of hotel revenues.
The Fund is not managed to generate a profit or loss for IHG over
the longer term, but is managed for the benefit of the IHG System
with the objective of driving revenues for the hotels in the System.
In relation to marketing and reservation services, the Group’s
performance obligation under IFRS 15 ‘Revenue from Contracts
with Customers’ is determined to be the continuous performance of
the services rather than the spending of the assessments received.
Accordingly, assessment fees are recognised as hotel revenues
occur, Fund expenses are charged to the Group income statement
as incurred and no constructive obligation is deemed to exist under
IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’.
Accordingly, no liability is recognised relating to the balance of
unspent funds.
No other critical judgements have been made in applying the
Group’s accounting policies.
Estimates
Management consider that critical estimates and assumptions are
used in the areas described below. Estimates and assumptions are
evaluated by management using historical experience and other
factors believed to be reasonable based on current circumstances.
Loyalty programme
The hotel loyalty programme, IHG Rewards, enables members
to earn points, funded through hotel assessments, during each
qualifying stay at an IHG branded hotel and consume points at
a later date for free accommodation or other benefits. The Group
recognises deferred revenue in an amount that reflects IHG’s
unsatisfied performance obligations, valued at the stand-alone
selling price of the future benefit to the member. The amount of
revenue recognised and deferred is impacted by ‘breakage’. On
an annual basis the Group engages an external actuary who uses
statistical formulae to assist in the estimate of the number of
points that will never be consumed (‘breakage’).
Significant estimation uncertainty exists in projecting members’
future consumption activity and how this may be impacted by
Covid-19. The Group has extended its policies for points expiration
and elite status in response to Covid-19 which, together with the
impact of a gradual market recovery, will extend the period over
which members consume points. These actions are expected to
limit further increases in breakage in the short term and member
behaviour patterns are estimated to return to pre-crisis levels over
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IHG | Annual Report and Form 20-F 2020
Group Financial Statements the longer term. However, if the outcome of these actions is different
to expectations or member behaviour changes significantly during
the recovery period, future breakage estimates could increase or
decrease. At 31 December 2020, deferred revenue relating to the
loyalty programme was $1,245m (2019: $1,233m, 2018: $1,181m).
Based on the conditions existing at the balance sheet date, a one
percentage point decrease/increase in the breakage estimate relating
to earned points would increase/reduce this liability by $50m.
Actuarial gains and losses would correspondingly adjust the amount
of System Fund revenues recognised and deferred revenue in the
Group statement of financial position.
Impairment of non-current assets
During 2020, Covid-19 has resulted in social distancing measures
and travel restrictions coming into effect around the world.
Occupancy levels have dropped to historic lows and fallen short
of the Group’s expectations of reasonably possible outcomes for the
2020 financial year which had been used to assess impairment as at
31 December 2019. Disruption to travel continues, with limited
forward visibility on the pace and scale of market recovery.
The impact of this trading downturn on the Group was considered
a trigger for impairment testing of all non-current assets whose
value is able to be assessed independently. Assets that do not
generate independent cash flows were tested for impairment within
the cash-generating unit (‘CGU’), or group of CGUs, to which they
belong. Discounted cash flow techniques were used in most cases
to calculate the recoverable amount, and in certain cases external
valuers were engaged to assess fair value less costs of disposal. The
key assumption in all the internal cash flow projections is RevPAR
growth over the expected recovery period. To estimate this,
management used economic and travel demand forecasts from
Oxford Economics and Tourism Economics, respectively. These
were overlaid with the Group’s expectation of how the pace of a
vaccine rollout will result in an industry recovery, together with
management’s experience of recovery periods following previous
crises. Management assumed that vaccines will become widely
available during 2021, which will begin to have a positive impact
on travel in the second half of the year. Further adjustments were
made to reflect the Group’s performance relative to the industry,
taking into account the Group’s weighting to more resilient midscale
hotels, and higher exposure to domestic travel and non-groups
business. The RevPAR projections used are specific to individual
countries or markets, and in the US are specific to each chainscale.
In this scenario, Group RevPAR is forecast to recover to 90% of 2019
levels by the end of 2023, and to 100% by 2025. The five-year
recovery period from 2021 assumes that corporate travel recovers
slowly as businesses control costs in the wake of the pandemic and
that international travel and groups business takes longer to recover
due to ongoing social distancing measures. There remains a wide
range of possible planning scenarios; the Base Case projections
used are consistent with those used for Group planning purposes
and for going concern and viability assessments.
Non-current assets subject to a material impairment charge in
the year, or where the asset was not impaired but is materially
sensitive to impairment on a change in key assumptions, are
discussed further below:
North America hotels
An impairment charge of $35m was recognised in the year on
property, plant and equipment relating to three premium-branded
hotels in North America. The recoverable amount was measured at
value in use, using a discounted cash flow approach that measures
the present value of projected income flows (over a 10-year period)
and the reversion of the property sale. The key assumptions are
RevPAR growth (forecast as outlined above), discount rates and
terminal capitalisation rates. Cash flows beyond the five-year period
are extrapolated using a US long-term growth rate of 1.7% which
does not exceed the long-term average US growth rate. Estimated
future cash flows were discounted at pre-tax rates of 11.0%-12.0%
and capitalisation rates of 7.5%-9.0% were used to calculate the
eventual sales values of the hotels.
The sensitivity to the key assumptions is as follows:
• A slower recovery aligned with the Downside Case described on
page 133 would have increased the impairment charge by $4m;
• A RevPAR recovery over a four-year period (one year faster than
the Base Case assumption) would have reduced the impairment
charge by $9m; and
• A one percentage point increase/decrease in both the discount
rate and terminal capitalisation rate used would have resulted in
a higher/lower impairment charge of $6m/$8m respectively.
UK portfolio
The trading conditions relating to the UK portfolio are described in
note 6. An impairment charge of $50m was recognised during the
year on property, plant and equipment in the UK leased hotels. The
recoverable amount was measured at value in use, using a discounted
cash flow approach. The key assumptions are 2021 revenues and
profits, which are based on hotel budgets. For the purposes of
impairment testing it is assumed that the landlord will exercise a
termination right such that the current leases end in 2022 and that
the hotels remain loss-making over this period. On this basis, the
recoverable amount of the property, plant and equipment tested for
impairment was assessed as $nil. Estimated future cash flows were
discounted at a pre-tax rate of 10.1%.
There is no downward sensitivity to the key assumptions as the value
of non-current assets in the UK portfolio is $nil, and no sensitivity to
changes in the discount rate. Without a change to the existing lease
agreement, there is no reasonably possible change in assumptions
that would cause the recoverable amount to increase above $nil.
Contingent purchase consideration in relation to the UK portfolio
comprises the above-market element of the expected lease
payments to the landlord and includes variable rentals which are
based on hotel performance. A fair value gain of $21m was recorded
in the year arising from a reduction in variable rentals payable, which
reduced the value of contingent consideration to $nil. As above,
there is no significant sensitivity to changes in the key assumptions
used. Information on the fair value calculation is included in note 25.
Given the materiality of the items and the fact that the same
underlying cash flows have been used to test for impairment and to
measure the fair value of contingent purchase consideration, they
have been classified as exceptional items (see note 6).
IHG | Annual Report and Form 20-F 2020
135
Accounting policiesGroup Financial Statements Accounting policies continued
US corporate headquarters
As a response to workplace efficiency studies conducted in 2019,
the reorganisation completed in 2020 (see note 6) and the anticipated
impact of Covid-19 on working habits, in 2020 management approved
a decision to sublet, and commenced marketing of, approximately
half of the space in the Group’s US corporate headquarters. The
corporate workforce will be consolidated in the retained space and
the area to be sublet is expected to be vacated in the first half of 2021.
The sublease rentals are expected to be lower than the head lease
rentals which, together with the impact of the expected time taken
and costs incurred to sublet the space, result in the recoverable
value of the assets being significantly below carrying value. This has
resulted in an impairment charge of $50m at 31 December 2020.
The recoverable amount was measured at fair value less costs of
disposal, which is considered to be equivalent to value in use. The
key assumptions are the time taken to successfully sublet the whole
space (over 2021-2023) and sublease rentals per square foot. A
pre-tax discount rate of 8.5% was applied. Within the fair value
hierarchy, this is categorised as a Level 3 fair value measurement.
The sensitivity to the key assumptions is as follows:
• An additional vacancy period of 12 months would result in a higher
impairment charge of $4m;
• Subletting all floors by the end of 2021 would result in a lower
impairment charge of $1m; and
• A decrease/increase of 8% in sublease rentals per square foot
would have resulted in a higher/lower impairment charge of $2m.
$37m of this impairment charge was borne by the System Fund in
line with existing principles for cost allocation relating to this facility.
The remaining $13m is recognised in the Americas region ($6m) and
Central ($7m).
Barclay associate
An impairment charge of $13m has been recognised in 2020.
The recoverable amount of the investment has been measured
at fair value less costs of disposal, based on the Group’s share of
the market value of the hotel less debt in the associate. The hotel
was appraised by a professional external valuer using an income
capitalisation approach which is a discounted cash flow technique
that measures the present value of projected income flows (over
a 10-year period) and the reversion of the property sale. Within
the fair value hierarchy, this is categorised as a Level 3 fair value
measurement. The external valuer assumed a return to 2019
RevPAR levels over a three to four-year period, based on industry
data specific to the New York market and supply factors in the luxury
market located close to the InterContinental New York Barclay. The
pre-tax discount and capitalisation rates used in the valuation were
7.5% and 6.0%, respectively.
The sensitivity to the key assumptions is as follows:
• A slower RevPAR recovery over a four to five-year period would
have increased the impairment charge by $12m;
• A quicker RevPAR recovery over a two to three-year period would
have reduced the impairment charge by $11m;
• A one percentage point increase/decrease in the discount rate
used would have resulted in a $7m higher/lower impairment
charge; and
• A one percentage point increase/decrease in the terminal
capitalisation rate used would have resulted in a higher/lower
impairment charge of $8m/$11m respectively.
The impairment charge is presented net of a $4m fair value gain on a
put option over part of the Group’s investment in the associate given
the interaction between the value of the option and the value of the
associate investment. The investment value and option value are
presented separately in the Group statement of financial position;
the put option value of $4m is presented within derivative financial
instruments. The put option has been valued as the excess of the
amount receivable under the option (which is based on the Group’s
capital invested to date) over fair value, as calculated for impairment
testing and described above. The interaction between the associate
value and the option results in 75% of any decrease in the fair value
of the associate being offset by an equivalent increase in the value of
the put option. Applying the sensitivities above, any increase in the
value of the associate would reduce the put option value to $nil,
resulting in a $4m fair value loss.
Six Senses management agreements
An impairment charge of $41m was recognised during the year
on the Six Senses management agreements acquired in 2019. The
key assumption is RevPAR growth (forecast as detailed on page 135).
Cash flows beyond the five-year period are extrapolated using a
long-term growth rate of 2.0% which does not exceed the long-term
growth rate for the relevant markets. On this basis, the recoverable
amount of the management agreement portfolio was estimated as
$3m. Estimated future cash flows were discounted at pre-tax rates
of 8.5%-14.7% depending on the country or region of the contract
(see further detail in note 13). The impairment charge relates to the
following regions: Americas $5m, EMEAA $33m, Greater China $3m.
There is no significant downside sensitivity as the contracts are
valued at $3m. The upside sensitivity to the key assumption is
as follows:
• A RevPAR recovery over a four-year period (one year faster than the
Base Case assumption) would have reduced the impairment
charge by $2m.
136
IHG | Annual Report and Form 20-F 2020
Group Financial Statements InterContinental Boston
No impairment of property, plant and equipment and right-of-use
assets was recognised in relation to the InterContinental Boston
in the year. The recoverable amount was measured at value in use,
using a discounted cash flow approach. The key assumptions are
RevPAR growth (forecast as outlined on page 135) and discount rate.
Cash flows beyond the five-year period are extrapolated using a US
long-term growth rate of 1.7% which does not exceed the long-term
average US growth rate. Estimated future cash flows
were discounted at a pre-tax rate of 7.7%.
The sensitivity to the key assumptions is as follows:
• A slower recovery aligned with the Downside Case described
on page 133 would have resulted in an impairment charge
of $18m; and
• A one percentage point increase in the discount rate used would
have resulted in an impairment charge of $32m.
Trade deposits and contract assets relating to Service
Properties Trust
Impairment of trade deposits and loans (included within other
financial assets on the Group statement of financial position),
and of contract assets, primarily relates to deposits of $66m made
to Service Properties Trust (‘SVC’) in connection with a portfolio of
management agreements. The deposits were non-interest-bearing
and repayable at the end of the management agreement terms
and were therefore previously held at a discounted value, with
the balance on initial recognition recorded as a contract asset.
As a result of Covid-19 the deposit was used in the first six months
of 2020 to fund owner returns and was not expected to be
recoverable. The deposit ($33m) and associated contract asset
($33m) were therefore impaired in full at 30 June 2020. The
management agreements were subsequently terminated on 30
November, and as such there is no sensitivity to further impairment.
Other non-current assets
The impairment testing of the Kimpton management contract
portfolio is no longer considered to be a significant estimate as the
remaining carrying value is not significant and is not materially
sensitive to changes in key assumptions.
Details of impairment testing on other non-current assets are
contained at:
Asset type
Goodwill and brands
Software
Management agreements
Property, plant and equipment
Right-of-use assets
Investments in associates
Trade deposits and loans
Contract costs
Contract assets
Note
13
13
13
14
15
16
17
3
3
Expected credit losses
Occupancy levels have improved since the peak of the pandemic,
but remain significantly lower than prior years. As such, cash inflows
to hotel owners have been reduced. The Group has undertaken
a number of actions to support the liquidity of hotel owners,
including the waiver of certain fees, extended credit terms and,
where appropriate, the use of payment plans. In comparison to
the prior year, the Group has experienced an increase in ‘days
sales outstanding’ and a reduction in cash collection. These factors,
taken together with limited forward visibility on the pace and scale
of market recovery, result in an increased level of uncertainty in
calculating expected credit losses (see note 18).
The sensitivity of the amounts provided is as follows:
• The provision equates to 20% of gross debt, with each one
percentage point change resulting in a $4m change to the
provision;
• A 10% change in the expected collection rate for amounts provided
relating to hotel owners subject to payment plans or identified as
distressed would result in a $2m change in the provision; and
• A 10% collection rate of amounts over 180 days would reduce the
provision by $8m.
Significant accounting policies
Basis of consolidation
The Consolidated Financial Statements comprise the Financial
Statements of the Parent Company and entities controlled by
the Group. Control exists when the Group has:
• Power over an investee (i.e. existing rights that give it the current
ability to direct the relevant activities of the investee);
• Exposure, or rights, to variable returns from its involvement with
the investee; and
• The ability to use its power over the investee to affect its returns.
All intra-group balances and transactions are eliminated on
consolidation.
The assets, liabilities and results of those businesses acquired or
disposed of are consolidated for the period during which they were
under the Group’s control.
Foreign currencies
Transactions in foreign currencies are translated to functional
currency at the exchange rates ruling on the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies
are retranslated to the functional currency at the relevant rates of
exchange ruling on the last day of the period. Foreign exchange
differences arising on translation are recognised in the Group
income statement except on foreign currency borrowings that
provide a hedge against a net investment in a foreign operation.
These are taken directly to the currency translation reserve until the
disposal of the net investment, at which time they are recycled
against the gain or loss on disposal.
The assets and liabilities of foreign operations, including goodwill,
are translated into US dollars at the relevant rates of exchange ruling
on the last day of the period. The revenues and expenses of foreign
operations are translated into US dollars at average rates of
exchange for the period. The exchange differences arising on
retranslation are taken directly to the currency translation reserve.
On disposal of a foreign operation, the cumulative amount
recognised in the currency translation reserve relating to that
particular foreign operation is recycled against the gain or loss
on disposal.
IHG | Annual Report and Form 20-F 2020
137
Accounting policiesGroup Financial Statements Accounting policies continued
Revenue recognition
Revenue is recognised at an amount that reflects the consideration
to which the Group expects to be entitled in exchange for
transferring goods or services to a customer.
Fee business revenue
Under franchise agreements, the Group’s performance
obligation is to provide a licence to use IHG’s trademarks and
other intellectual property. Franchise royalty fees are typically
charged as a percentage of hotel gross rooms revenues and are
treated as variable consideration, recognised as the underlying
hotel revenues occur.
Under management agreements, the Group’s performance
obligation is to provide hotel management services and a licence
to use IHG’s trademarks and other intellectual property. Base
and incentive management fees are typically charged. Base
management fees are typically a percentage of total hotel revenues
and incentive management fees are generally based on the hotel’s
profitability or cash flows. Both are treated as variable consideration.
Like franchise fees, base management fees are recognised as the
underlying hotel revenues occur. Incentive management fees are
recognised over time when it is considered highly probable that
the related performance criteria for each annual period will be
met, provided there is no expectation of a subsequent reversal
of the revenue.
Application and re-licensing fees are not considered to be distinct
from the franchise performance obligation and are recognised over
the life of the related contract.
Franchise and management agreements also contain a promise
to provide technology support and network services to hotels.
A monthly technology fee, based on either gross rooms revenues
or the number of rooms in the hotel, is charged and recognised
over time as these services are delivered. Technology fee income
is included in Central revenue.
Technical service fees are received in relation to design and
engineering support provided prior to opening of certain hotel
properties. These services are a distinct performance obligation and
the fees are recognised as revenue over the pre-opening period in
line with the stage of completion of the project.
IHG’s global insurance programme provides coverage to managed
hotels for risks such as US workers’ compensation, employee and
general liability. Premiums are payable by the hotels to the third-
party insurance provider. As some of the risk is reinsured by the
Group’s captive insurance company (‘the Captive’), SCH Insurance
Company, premiums paid from the third-party insurance provider to
the Captive are recognised as revenue as premiums are earned.
Contract assets
Amounts paid to hotel owners to secure management and franchise
agreements (‘key money’) are treated as consideration payable to a
customer. A contract asset is recorded which is recognised as a
deduction to revenue over the initial term of the contract. Where
loans are provided to an owner the difference, if any, between the
face and market value of the loan on inception is recognised as a
contract asset.
Typically, contract assets are not financial assets as they represent
amounts paid by the Group at the beginning of a contract, and so
are tested for impairment based on value in use rather than with
reference to expected credit losses. Contract assets are reviewed
for impairment when events or changes in circumstances indicate
that the carrying value may not be recoverable. If carrying values
exceed the recoverable amount determined by reference to
estimated future cash flows discounted to their present value using
a pre-tax discount rate, the contract assets are written down to the
recoverable amount.
In limited cases, the Group may provide performance guarantees
to third-party hotel owners to secure management agreements.
The expected value of payments under performance guarantees
reduces the overall transaction price and is recognised as a
deduction to revenue over the term of the contract.
Contract costs
Certain costs incurred to secure management and franchise
agreements, typically developer commissions, are capitalised and
amortised as an expense over the initial term of the related contract.
These costs are presented as ‘contract costs’ in the Group statement
of financial position.
Contract costs are reviewed for impairment when events or
changes in circumstances indicate that the carrying value may not
be recoverable. If carrying values exceed the recoverable amount
determined by reference to estimated future cash flows discounted
to their present value using a pre-tax discount rate, the contract
costs are written down to the recoverable amount.
Revenue from owned, leased and managed lease hotels
At its owned, leased and managed lease hotels, the Group’s
performance obligation is to provide accommodation and other
goods and services to guests. Revenue includes rooms revenue and
food and beverage sales, which are recognised when the rooms are
occupied and food and beverages are sold. Guest deposits received
in advance of hotel stays are recorded as deferred revenue on the
balance sheet. They are recognised as revenue along with any
balancing payment from the guest when the associated stay occurs,
or are returned to the customer in the event of a cancellation.
138
IHG | Annual Report and Form 20-F 2020
Group Financial Statements As materially all of the points will be either consumed at IHG
managed or franchised hotels owned by third parties, or exchanged
for awards provided by third parties, IHG is deemed to be acting as
agent on consumption and therefore recognises the related revenue
net of the cost of reimbursing the hotel or third party that is
providing the benefit.
Performance obligations under the Group’s co-brand credit card
agreements comprise:
a) Arranging for the provision of future benefits to members who
have earned points or free night certificates;
b) Marketing services; and
c) Providing the co-brand partner with the right to access the loyalty
programme.
Revenue from a) and b) are reported within System Fund revenues.
Prior to 1 January 2020, revenue from co-brand credit card
agreements relating to the right to access the loyalty programme
was recorded within the Fund. As of 1 January 2020, this revenue is
recorded within fee business revenue (see note 3).
Fees from these agreements comprise fixed amounts normally
payable at the beginning of the contract, and variable amounts
paid on a monthly basis. Variable amounts are typically based on the
number of points and free night certificates issued to members and
the marketing services performed by the Group. Total fees are
allocated to the performance obligations based on their estimated
stand-alone selling prices. Revenue allocated to marketing and
licensing obligations is recognised on a monthly basis as the
obligation is satisfied. Revenue relating to points and free night
certificates is recognised when the member has consumed the
points or certificates at a participating hotel or has selected a reward
from a third party, net of the cost of reimbursing the hotel or third
party that is providing the benefit.
Judgement is required in estimating the stand-alone selling prices
which are based upon generally accepted valuation methodologies
regarding the value of the licence provided and the number of
points and certificates expected to be issued. However, the value of
revenue recognised and the deferred revenue balance at the end of
the year is not materially sensitive to changes in these assumptions.
Cost reimbursements
In a managed property, the Group typically acts as employer of the
general manager and, in some cases, other employees at the hotel
and is entitled to reimbursement of these costs. The performance
obligation is satisfied over time as the employees perform their
duties, consistent with when reimbursement is received.
Reimbursements for these services are shown as revenue with an
equal matching employee cost, with no profit impact. Certain other
costs relating to both managed and franchised hotels are also
contractually reimbursable to IHG and, where IHG is deemed to be
acting as principal in the provision of the related services, the
revenue and cost are shown on a gross basis.
System Fund and other co-brand revenues
The Group operates a System Fund (the ‘Fund’) to collect and
administer cash assessments from hotel owners for the specific
purpose of use in marketing, the Guest Reservation System and hotel
loyalty programme. The Fund also benefits from proceeds from the
sale of loyalty points under third-party co-branding arrangements.
The Fund is not managed to generate a profit or loss for IHG over the
longer term, but is managed for the benefit of the IHG System with
the objective of driving revenues for the hotels in the System.
Under both franchise and management agreements, the Group is
required to provide marketing and reservations services, as well as
other centrally managed programmes. These services are provided
by the Fund and are funded by assessment fees. Costs are incurred
and allocated to the Fund in accordance with the principles agreed
with the IHG Owners Association. The Group acts as principal in the
provision of the services as the related expenses primarily comprise
payroll and marketing expenses under contracts entered into by the
Group. The assessment fees from hotel owners are generally levied
as a percentage of hotel revenues and are recognised as those hotel
revenues occur.
Certain travel agency commission revenues within the Fund are
recognised on a net basis, where it has been determined that IHG
is acting as agent.
In respect of the loyalty programme (IHG Rewards), the related
performance obligation is to arrange for the provision of future
benefits to members on consumption of previously earned reward
points. Members have a choice of benefits: reward nights at an IHG
hotel or other goods or services provided by third parties. Under its
franchise and management agreements, IHG receives assessment
fees based on total qualifying hotel revenue from IHG Rewards
members’ hotel stays.
The Group’s performance obligation is not satisfied in full until
the member has consumed the points at a participating hotel
or selected a reward from a third party. Accordingly, loyalty
assessments are deferred in an amount that reflects the stand-
alone selling price of the future benefit to the member. Revenue is
impacted by a ‘breakage’ estimate of the number of points that will
never be consumed. On an annual basis, the Group engages an
external actuary who uses statistical formulae to assist in
formulating this estimate, which is adjusted to reflect actual
experience up to the reporting date.
IHG | Annual Report and Form 20-F 2020
139
Accounting policiesGroup Financial Statements Accounting policies continued
Exceptional items
The Group discloses certain financial information both including
and excluding exceptional items. The presentation of information
excluding exceptional items allows a better understanding of the
underlying trading performance of the Group and provides
consistency with the Group’s internal management reporting.
Exceptional items are identified by virtue of their size, nature, or
incidence so as to facilitate comparison with prior periods and to
assess underlying trends in the financial performance of the Group
and its reportable segments. In determining whether an event or
transaction is exceptional, management considers quantitative as
well as qualitative factors.
Examples of exceptional items that meet the above definition and
which have been presented as exceptional items in prior years include,
but are not restricted to, gains and losses on the disposal of assets,
impairment charges and reversals and reorganisation costs.
Government grants
Government grants are recognised where there is reasonable
assurance that the grant will be received and all attached conditions
will be complied with. Government grants relating to costs are
recognised on a systematic basis within the Group income
statement as an offset to the costs which the grants are intended
to compensate.
Business combinations and goodwill
On the acquisition of a business, identifiable assets acquired
and liabilities assumed are measured at their fair value. Contingent
liabilities assumed are measured at fair value unless this cannot
be measured reliably, in which case they are not recognised but
are disclosed in the same manner as other contingent liabilities.
The measurement of deferred tax assets and liabilities arising on
acquisition is as described in the general principles detailed within
the ‘Taxes’ accounting policy note on page 144 with the exception
that no deferred tax is provided on taxable temporary differences
in connection with the initial recognition of goodwill.
The cost of an acquisition is measured as the aggregate of the
fair value of the consideration transferred. Contingent purchase
consideration is measured at fair value on the date of acquisition and
is re-measured at fair value at each reporting date with changes in
fair value recognised on the face of the Group income statement
below operating loss/profit. Deferred purchase consideration is
measured at amortised cost and the effect of unwinding the
discount is recorded in financial expenses.
Payments of contingent purchase consideration reduce the balance
sheet liability. The portion of each payment relating to the original
estimate of the fair value of the contingent purchase consideration
on acquisition is reported within cash flow from investing activities
in the Group statement of cash flows and the portion of each
payment relating to the increase or decrease in the liability since the
acquisition date is reported within cash flow from operations.
Goodwill is recorded at cost, being the difference between the fair
value of the consideration and the fair value of net assets acquired.
Following initial recognition, goodwill is measured at cost less any
accumulated impairment losses and is not amortised.
Transaction costs are expensed and are not included in the cost
of acquisition.
Intangible assets
Brands
Externally acquired brands are initially recorded at cost if separately
acquired or fair value if acquired as part of a business combination,
provided the brands are controlled through contractual or other
legal rights, or are separable from the rest of the business, and the
fair value can be reliably measured. Brands are amortised over their
estimated useful lives (and tested for impairment if there are
indicators of impairment) or tested for impairment at least annually
if determined to have indefinite lives.
The costs of developing internally generated brands are expensed
as incurred.
Management agreements
Management agreements acquired as part of a business
combination are initially recorded at the fair value attributed to those
contracts on acquisition.
The value of management agreements is amortised on a straight-line
basis over the contract lives, including any extension periods at the
Group’s option.
Software
Acquired and internally developed software are capitalised on the
basis of the costs incurred to acquire and bring to use the specific
software. Following initial recognition, the asset is carried at cost
less any accumulated amortisation and accumulated impairment
losses. Costs are generally amortised over estimated useful lives
of three to five years on a straight-line basis with the exception
of the Guest Reservation System which is amortised over 10 years
(see page 167).
Internally generated development costs are capitalised and
amortised over the estimated useful life of the asset when all of the
following can be demonstrated: the ability and intention to complete
the project; that the completed software will generate probable
future economic benefits; the availability of adequate technical,
financial and other resources to complete the project; and the ability
to measure the expenditure.
Costs incurred in the research phase before the above criteria are
met are expensed.
Property, plant and equipment
Property, plant and equipment are stated at cost less depreciation
and any impairment.
Repairs and maintenance costs are expensed as incurred.
Land is not depreciated. All other property, plant and equipment
are depreciated to a residual value over their estimated useful
lives, namely:
• Buildings – over a maximum of 50 years; and
• Fixtures, fittings and equipment – three to 25 years.
All depreciation is charged on a straight-line basis. Residual value
is reassessed annually.
140
IHG | Annual Report and Form 20-F 2020
Group Financial Statements Leases
On inception of a contract, the Group assesses whether it contains
a lease. A contract contains a lease when it conveys the right to
control the use of an identified asset for a period of time in exchange
for consideration. The right to use the asset and the obligation under
the lease to make payments are recognised in the Group statement
of financial position as a right-of-use asset and a lease liability.
Lease contracts may contain both lease and non-lease components.
The Group allocates payments in the contract to the lease and
non-lease components based on their relative stand-alone prices
and applies the lease accounting model only to lease components.
The right-of-use asset recognised at lease commencement includes
the amount of lease liability recognised, initial direct costs incurred,
and lease payments made at or before the commencement date,
less any lease incentives received. Right-of-use assets are
depreciated to a residual value over the shorter of the asset’s
estimated useful life and the lease term. Right-of-use assets are also
adjusted for any re-measurement of lease liabilities and are subject
to impairment testing. Residual value is reassessed annually.
The lease liability is initially measured at the present value of the
lease payments to be made over the lease term. The lease payments
include fixed payments (including ‘in-substance fixed’ payments)
and variable lease payments that depend on an index or a rate, less
any lease incentives receivable. ‘In-substance fixed’ payments are
payments that may, in form, contain variability but that, in substance,
are unavoidable. In calculating the present value of lease payments,
the Group uses its incremental borrowing rate at the lease
commencement date if the interest rate implicit in the lease
is not readily determinable.
The lease term includes periods subject to extension options which
the Group is reasonably certain to exercise and excludes the effect
of early termination options where the Group is reasonably certain
that it will not exercise the option. Minimum lease payments include
the cost of a purchase option if the Group is reasonably certain it
will purchase the underlying asset after the lease term.
After the commencement date, the amount of lease liabilities is
increased to reflect the accretion of interest and reduced for lease
payments made. In addition, the carrying amount of lease liabilities
is re-measured if there is a modification, a change in the lease term,
a change in the ‘in-substance fixed’ lease payments or as a result of
a rent review or change in the relevant index or rate.
Variable lease payments that do not depend on an index or a rate
are recognised as an expense in the period over which the event
or condition that triggers the payment occurs.
The Group has opted not to apply the lease accounting model
to intangible assets, leases of low-value assets or leases which
have a term of less than 12 months. Costs associated with these
leases are recognised as an expense on a straight-line basis over
the lease term.
Subleases of the Group’s assets are classified as operating leases
when the risks and rewards of ownership are not substantially
transferred to the sub-lessee. Rental income arising is accounted
for on a straight-line basis in the Group income statement.
Lease payments are presented as follows in the Group statement
of cash flows:
• Short-term lease payments, payments for leases of low-value
assets and variable lease payments that are not included in the
measurement of the lease liabilities are presented within cash
flows from operating activities;
• Payments for the interest element of recognised lease liabilities are
included in ‘interest paid’ within cash flows from operating
activities; and
• Payments for the principal element of recognised lease liabilities
are presented within cash flows from financing activities.
Associates and joint ventures
An associate is an entity over which the Group has significant
influence. Significant influence is the power to participate in the
financial and operating policy decisions of the entity, but is not
control or joint control over those policies. A joint venture exists
when two or more parties have joint control over, and rights to the
net assets of, the venture. Joint control is the contractually agreed
sharing of control which only exists when decisions about the
relevant activities require the unanimous consent of the parties
sharing control.
In determining the extent of power or significant influence,
consideration is given to other agreements between the Group,
the investee entity, and the investing partners, including any related
management or franchise agreements and the existence of any
performance guarantees.
Associates and joint ventures are accounted for using the equity
method unless the associate or joint venture is classified as held for
sale. Under the equity method, the Group’s investment is recorded
at cost adjusted by the Group’s share of post-acquisition profits and
losses, and other movements in the investee’s reserves, applying
consistent accounting policies. When the Group’s share of losses
exceeds its interest in an associate or joint venture, the Group’s
carrying amount is reduced to $nil and recognition of further losses
is discontinued except to the extent that the Group has incurred
legal or constructive obligations or made payments on behalf of an
associate or joint venture.
If there is objective evidence that an associate or joint venture is
impaired, an impairment charge is recognised if the carrying amount
of the investment exceeds its recoverable amount.
Upon loss of significant influence over an associate or joint control
of a joint venture, any retained investment is measured at fair value
with any difference to carrying value recognised in the Group
income statement.
Impairment of non-financial assets
Non-financial assets are tested for impairment when events or
changes in circumstances indicate that the carrying value may
not be recoverable and, in the case of goodwill and brands with
indefinite lives, at least annually. Assets that do not generate
independent cash flows are allocated to the cash-generating unit
(‘CGU’), or group of CGUs, to which they belong. If carrying values
exceed their estimated recoverable amount, the assets or CGUs are
written down to the recoverable amount. Recoverable amount is the
greater of fair value less costs of disposal and value in use. Value in
use is assessed based on estimated future cash flows discounted to
their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks
specific to the asset. Impairment losses, and any subsequent
reversals, are recognised in the Group income statement.
With the exception of goodwill, an assessment is made at each
reporting date to determine whether there is an indication that
previously recognised impairment losses no longer exist or have
decreased. A previously recognised impairment loss is reversed only
if there has been a change in the assumptions used to determine the
asset’s recoverable amount since the impairment loss was recognised.
The reversal is limited so that the carrying amount of the asset does
not exceed its recoverable amount, nor exceed the carrying amount
that would have been determined, net of depreciation, had no
impairment loss been recognised for the asset in prior years.
IHG | Annual Report and Form 20-F 2020
141
Accounting policiesGroup Financial Statements Accounting policies continued
Financial assets
On initial recognition, the Group classifies its financial assets as
being subsequently measured at amortised cost, fair value through
other comprehensive income (‘FVOCI’), or fair value through profit
or loss (‘FVTPL’).
Financial assets which are held to collect contractual cash flows
and give rise to cash flows that are solely payments of principal and
interest are subsequently measured at amortised cost. Interest on
these assets is calculated using the effective interest rate method
and is recognised in the Group income statement as financial
income. The Group recognises a provision for expected credit losses
for financial assets held at amortised cost. Where there has not been
a significant increase in credit risk since initial recognition, provision
is made for defaults that are possible within the next 12 months.
Where there has been a significant increase in credit risk since initial
recognition, provision is made for credit losses expected over the
remaining life of the asset.
The Group has elected to irrevocably designate equity investments
as FVOCI when they meet the definition of equity and are not held
for trading. Changes in the value of equity investments classified as
FVOCI are recorded directly in equity within the fair value reserve
and are never recycled to the Group income statement. On disposal
of equity investments, any related balance within the fair value
reserve is reclassified to retained earnings. Dividends from equity
investments classified as FVOCI are recognised in the Group income
statement as other operating income when the dividend has been
declared, when receipt of the funds is probable, and when the
dividend is not a return of invested capital. Equity instruments
classified as FVOCI are not subject to impairment assessment.
Financial assets measured at FVTPL include money market funds and
other financial assets which do not have a fixed date of repayment.
Trade receivables
Trade receivables are recognised initially at fair value and
subsequently measured at amortised cost. A provision for
impairment is made for lifetime expected credit losses. The Group
has established a provision matrix that is based on its historical
credit loss experience by region and number of days past due.
Adjustments are made where management’s expectations of
credit losses change.
Trade receivables are written off once determined to be uncollectable.
Cash and cash equivalents
Cash comprises cash in hand and demand deposits.
Cash equivalents are short-term highly liquid investments
with an original maturity of three months or less that are readily
convertible to known amounts of cash and subject to
insignificant risk of changes in value.
Cash and cash equivalents may include amounts which are subject
to regulatory or other contractual restrictions and not available for
general use by the Group.
Cash balances are classified as other financial assets when subject
to a specific charge or contractually ring-fenced for a specific
purpose, such that the Group does not control the circumstances or
timing of its release.
Money market funds
Money market funds are held at FVTPL, with distributions recognised
in financial income.
Bank and other borrowings
Bank and other borrowings are initially recognised at the fair value of
the consideration received less directly attributable transaction
costs. They are subsequently measured at amortised cost.
Borrowings are classified as non-current when the repayment date is
more than 12 months from the period-end date or where they are
drawn on a facility with more than 12 months to expiry.
Finance costs
Financial income and expenses comprise income and charges on the
Group’s financial assets and liabilities and related hedging instruments.
Finance charges relating to bank and other borrowings, including
transaction costs and any discount or premium on issue, are recognised
in the Group income statement using the effective interest rate method.
In the statement of cash flows, interest paid and received is
presented within cash from operating activities, including any fees
and discounts on issuance or settlement of borrowings.
Borrowing costs attributable to the acquisition or development of
assets that necessarily take a substantial period of time to prepare
for their intended use are capitalised as part of the asset cost.
Capitalised interest paid is presented within investing activities in
the statement of cash flows.
Derivative financial instruments and hedging
Derivatives are initially recognised and subsequently re-measured at
fair value. The method of recognising the re-measurement depends
on whether the derivative is designated as a hedging instrument,
and if so, the nature of the item being hedged (see below).
Changes in the fair value of derivatives which have either not
been designated as hedging instruments or relate to the ineffective
portion of hedges are recognised immediately in the Group
income statement.
Documentation outlining the measurement and effectiveness of
any hedging arrangement is maintained throughout the life of the
hedge relationship.
142
IHG | Annual Report and Form 20-F 2020
Group Financial Statements Interest arising from currency derivatives and interest rate swaps is
recorded in either financial income or expenses over the term of the
agreement, unless the accounting treatment for the hedging
relationship requires the interest to be taken to reserves.
Interest paid reported within the Group statement of cash flows
includes interest paid on the Group’s bonds, including the effect of
the related derivative financial instruments.
Cash flow hedges
Financial instruments are designated as cash flow hedges when
they hedge exposure to variability in cash flows that are attributable
to either a highly probable forecast transaction or a particular risk
associated with a recognised asset or liability.
Changes in the fair value are recorded in other comprehensive
income and the cash flow hedging reserve to the extent that the
hedges are effective. When the hedged item is recognised, the
cumulative gains and losses on the related hedging instrument
are reclassified to the Group income statement, within
financial expenses.
Net investment hedges
Financial instruments are designated as net investment hedges
when they hedge the Group’s net investment in foreign operations.
Changes in the fair value are recorded in other comprehensive
income and the currency translation reserve to the extent that the
hedges are effective. The cumulative gains and losses remain in
equity until a foreign operation is sold, at which point they are
reclassified to the Group income statement.
Fair value measurement
The Group measures each of the following at fair value on a
recurring basis:
• Financial assets and liabilities at FVTPL;
• Financial assets measured at FVOCI; and
• Derivative financial instruments.
Other assets are measured at fair value when impaired or re-
measured on classification as held for sale by reference to fair value
less costs of disposal. Additionally, the fair value of other financial
assets and liabilities requires disclosure.
Fair value is the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants. Fair value is measured by reference to the principal
market for the asset or liability assuming that market participants
act in their economic best interests.
The fair value of a non-financial asset assumes the asset is used
in its highest and best use, either through continuing ownership
or by selling it.
The Group uses valuation techniques that maximise the use of
relevant observable inputs using the following valuation hierarchy:
Level 1: Quoted (unadjusted) prices in active markets for identical
assets or liabilities.
Level 2: Other techniques for which all inputs which have a
significant effect on the recorded fair value are observable,
either directly or indirectly.
Level 3: Techniques which use inputs which have a significant effect
on the recorded fair value that are not based on observable
market data.
For assets and liabilities measured at fair value on a recurring basis,
the Group determines whether transfers have occurred between
levels in the hierarchy by reassessing categorisation (based on the
lowest level input that is significant to the fair value measurement as
a whole) at the end of each reporting period.
Further disclosures on the particular valuation techniques used by
the Group are provided in note 25.
Where significant assets (such as property) are valued by reference
to fair value less costs of disposal, an external valuation will normally
be obtained using professional valuers who have appropriate market
knowledge, reputation and independence.
Offsetting of financial assets and financial liabilities
Financial assets and financial liabilities are offset and the net amount
is reported in the Group statement of financial position if there is a
currently enforceable legal right to offset the recognised amounts
and there is an intention to settle on a net basis or to realise the
assets and settle the liabilities simultaneously. To meet these criteria,
the right of set-off must not be contingent on a future event and
must be legally enforceable in all of the following circumstances:
the normal course of business; the event of default; and the event of
insolvency or bankruptcy of the Group and all of the counterparties.
IHG | Annual Report and Form 20-F 2020
143
Accounting policiesGroup Financial Statements Accounting policies continued
Provisions
Provisions are recognised when the Group has a present obligation
as a result of a past event, it is probable that a payment will be made
and a reliable estimate of the amount payable can be made. If the
effect of the time value of money is material, the provision is
discounted using a current pre-tax discount rate that reflects the
risks specific to the liability.
In respect of litigation, provision is made when management
consider it probable that payment may occur and the amount can
be reliably estimated even though the defence of the related claim
may still be ongoing through the court process.
Taxes
Current tax
Current income tax assets and liabilities for the current and prior
periods are measured at the amount expected to be recovered from,
or paid to, the tax authorities. The tax rates and tax laws used to
compute the amount are those that are enacted or substantively
enacted at the end of the reporting period.
Deferred tax
Deferred tax assets and liabilities are recognised in respect of
temporary differences between the tax base and carrying value
of assets and liabilities including property, plant and equipment,
intangible assets, application fees, contract costs, unrelieved
tax losses, associates, gains rolled over into replacement assets,
deferred compensation and other short-term temporary differences.
Judgement is used when assessing the extent to which deferred tax
assets, particularly in respect of tax losses, should be recognised.
Deferred tax assets are therefore recognised to the extent that it
is regarded as probable that there will be sufficient and suitable
taxable profits (including the future release of deferred tax liabilities)
in the relevant legal entity or tax group against which such assets
can be utilised in the future. For this purpose, forecasts of future
taxable profits are considered by assessing the Group’s forecast
revenue and profit models, taking into account future growth
predictions and operating cost assumptions.
Deferred tax is calculated at the tax rates that are expected to apply
in the periods in which the asset or liability will be settled, based
on rates enacted or substantively enacted at the end of the
reporting period.
Where deferred tax assets and liabilities arise in the same entity or
group of entities and there would be a legal right to offset the assets
and liabilities were they to reverse, the assets and liabilities are also
offset on the Group statement of financial position. Otherwise, the
assets and liabilities are not offset.
Retirement benefits
Defined contribution plans
Payments to defined contribution schemes are charged to the
Group income statement as they fall due.
Defined benefit plans
Plan liabilities are measured on an actuarial basis using the projected
unit credit method, discounted at an interest rate equivalent to the
current rate of return on a high-quality corporate bond of equivalent
currency and term to the plan liabilities. The value of plan liabilities at
the period-end date is the amount of deficit recorded in the Group
statement of financial position.
The service cost of providing pension benefits to employees,
together with the net interest expense or income for the year, is
charged to the Group income statement within ‘administrative
expenses’. Net interest is calculated by applying the discount rate to
the defined benefit liability. Past service costs and gains, which are
the change in the present value of the defined benefit obligation for
employee service in prior periods resulting from plan amendments,
are recognised immediately when the plan amendment occurs.
Settlement gains and losses, being the difference between the
settlement cost and the present value of the defined benefit
obligations being settled, are recognised when the
settlement occurs.
Re-measurements comprise actuarial gains and losses which
may result from differences between the actuarial assumptions
underlying the plan liabilities and actual experience during the year
or changes in the actuarial assumptions used in the valuation of the
plan liabilities. Re-measurement gains and losses, and taxation
thereon, are recognised in other comprehensive income and are
not reclassified to profit or loss in subsequent periods.
Actuarial valuations are carried out on a regular basis and are
updated for material transactions and other material changes in
circumstances (including changes in market prices and interest
rates) up to the end of the reporting period.
Assets and liabilities held for sale
Assets and liabilities are classified as held for sale when their
carrying amount will be recovered principally through a sale
transaction rather than continuing use and a sale is highly probable
and expected to complete within one year. For a sale to be highly
probable, management need to be committed to a plan to sell the
asset and the asset must be actively marketed for sale at a price that
is reasonable in relation to its current fair value.
Assets designated as held for sale are held at the lower of carrying
amount at designation and fair value less costs of disposal.
Depreciation and amortisation is not charged against assets
classified as held for sale.
144
IHG | Annual Report and Form 20-F 2020
Group Financial Statements Disposal of non-current assets
The Group recognises sales proceeds and any related gain or loss on
disposal on completion of the sales process. In determining whether
the gain or loss should be recorded, the Group considers whether it:
• 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.
Share-based payments
The cost of equity-settled transactions with employees is measured
by reference to fair value at the date at which the right to the shares
is granted. Fair value is determined by an external valuer using
option pricing models.
The cost of equity-settled transactions is recognised, together with a
corresponding increase in equity, over the period in which any
performance or service conditions are fulfilled, ending on the date
on which the relevant employees become fully entitled to the award
(vesting date).
The income statement charge for a period represents the movement
in cumulative expense recognised at the beginning and end of that
period. No expense is recognised for awards that do not ultimately
vest, except for awards where vesting is conditional upon a market
or non-vesting condition, which are treated as vesting irrespective
of whether or not the market or non-vesting condition is satisfied,
provided that all other performance and/or service conditions
are satisfied.
New accounting standards
Adoption of new accounting standards
From 1 January 2020, the Group has applied the amendments to:
• IAS 1 and IAS 8 ‘Definition of Material’;
• IFRS 3 ‘Definition of a Business’;
• IFRS 9, IAS 39 and IFRS 7 ‘Interest Rate Benchmark Reform Phase 1’;
• IFRS 16 ‘Covid-19 related Rent Concessions’; and
• References to the Conceptual Framework in IFRS Standards.
None of these amendments have had a material impact on the
Group’s reported financial performance or position.
New standards issued but not yet effective
In 2020, the IASB published ‘Interest Rate Benchmark Reform –
Phase 2 – Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16’
with an effective date of 1 January 2021.
From 1 January 2022, the Group will also apply the amendments to:
• IAS 37 ‘Onerous Contracts: Cost of Fulfilling a Contract’;
• IAS 16 ‘Property, Plant and Equipment: Proceeds before Intended
Use’; and
• Other existing standards arising from the Annual Improvements to
IFRSs 2018 – 2020 cycle.
The effective date for the Amendment to IAS 1 ‘Classification of
Liabilities as Current or Non-Current’ has been deferred to
1 January 2023.
There is no anticipated material impact for these amendments on
the Group’s reported financial performance or position.
The effective date for IFRS 17 ‘Insurance Contracts’ has been
deferred to 1 January 2023. The Group has not yet determined the
impact of this standard on the Group’s reported financial
performance or position.
IHG | Annual Report and Form 20-F 2020
145
Accounting policiesGroup Financial Statements Notes to the Group Financial Statements
1. Exchange rates
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=£0.78 (2019: $1=£0.78, 2018: $1=£0.75). In the case of the euro, the translation rate is $1=€0.88 (2019: $1=€0.89,
2018: $1=€0.85).
Assets and liabilities have been translated into US dollars at the rates of exchange on the last day of the year. In the case of sterling, the
translation rate is $1=£0.73 (2019: $1=£0.76, 2018: $1=£0.78). In the case of the euro, the translation rate is $1=€0.81 (2019: $1=€0.89,
2018: $1=€0.87).
2. Segmental information
The Group has four reportable segments reflecting its geographical regions and its Central functions:
• Americas;
• EMEAA;
• Greater China; and
• Central.
Central functions include technology, sales and marketing, finance, human resources and corporate services; Central revenue arises
principally from technology fee income.
No operating segments have been aggregated to form these reportable segments.
Management monitors the operating results of these reportable segments for the purpose of making decisions about resource allocation
and performance assessment. Each of the geographical regions is led by its own Chief Executive Officer who reports to the Group Chief
Executive Officer.
The System Fund is not viewed as being part of the Group’s core operations as it is not managed to generate a profit or loss for IHG over
the longer term. As such, its results are not regularly reviewed by the Chief Operating Decision Maker (‘CODM’) and it does not constitute an
operating segment under IFRS 8. Similarly, reimbursements of costs are not reported to the CODM and so are not included within the
reportable segments.
Segmental performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the
Group Financial Statements, excluding System Fund and exceptional items. Group financing activities, fair value gains/(losses) on
contingent purchase consideration and income taxes are managed on a Group basis and are not allocated to reportable segments.
Revenue
Year ended 31 December
Americas
EMEAA
Greater China
Central
Revenue from reportable segments
System Fund revenues
Reimbursement of costs
Total revenue
2020
$m
512
221
77
182
992
765
637
2,394
2019
$m
1,040
723
135
185
2,083
1,373
1,171
4,627
2018
$m
1,051
569
143
170
1,933
1,233
1,171
4,337
146
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 2. Segmental information continued
(Loss)/profit
Year ended 31 December
Americas
EMEAA
Greater China
Central
Operating profit from reportable segments
System Fund
Operating exceptional items (note 6)
Operating (loss)/profit
Net finance expenses
Fair value gains/(losses) on contingent purchase consideration
(Loss)/profit before tax
Tax
(Loss)/profit for the year
All items above relate to continuing operations.
2020
$m
296
(50)
35
(62)
219
(102)
(270)
(153)
(140)
13
(280)
20
(260)
2019
$m
700
217
73
(125)
865
(49)
(186)
630
(115)
27
542
(156)
386
2018
$m
673
206
70
(117)
832
(146)
(104)
582
(96)
(4)
482
(132)
350
Operating profit from reportable segments includes $4m business interruption insurance proceeds and $4m favourable litigation settlement,
both in the Americas region, and $3m gain on disposal of hotel assets in EMEAA. In 2019, included $10m business interruption insurance
proceeds relating to the Americas region. These amounts are included in ‘other operating income’ in the Group income statement.
Non-cash items included within operating profit from reportable segments
Year ended 31 December 2020
Depreciation and amortisationa
Share-based payments cost
Share of losses of associates and joint ventures
Year ended 31 December 2019
Depreciation and amortisationa
Share-based payments cost
Share of losses/(gains) of associates and joint ventures
Year ended 31 December 2018
Depreciation and amortisationa
Share-based payments cost
Share of losses/(gains) of associates and joint ventures
Americas
$m
EMEAA
$m
41
7
14
21
3
–
Americas
$m
EMEAA
$m
44
9
9
25
4
(6)
Americas
$m
EMEAA
$m
46
8
6
17
4
(5)
Greater
China
$m
6
2
–
Greater
China
$m
5
2
–
Greater
China
$m
7
3
–
Central
$m
42
7
–
Group
$m
110
19
14
Central
$m
Group
$m
42
13
–
116
28
3
Central
$m
Group
$m
45
12
–
115
27
1
a Included in the $110m (2019: $116m, 2018: $115m) of depreciation and amortisation is $29m (2019: $32m, 2018: $27m) relating to cost of sales in owned, leased and managed
lease hotels, and $81m (2019: $84m, 2018: $88m) relating to other assets. A further $62m (2019: $54m, 2018: $49m) of depreciation and amortisation was recorded within
System Fund expenses.
IHG | Annual Report and Form 20-F 2020
147
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
2. Segmental information continued
Capital expenditure
Year ended 31 December 2020
Capital expenditure per management reporting
Contract acquisition costs
Timing differences and other adjustments
Additions per the Group Financial Statements
Comprising additions to:
Goodwill and other intangible assets
Property, plant and equipment
Investment in associates and joint ventures
Other financial assets
Year ended 31 December 2019
Capital expenditure per management reporting
Goodwill
Contract acquisition costs
Timing differences and other adjustments
Additions per the Group Financial Statements
Comprising additions to:
Goodwill and other intangible assets
Property, plant and equipment
Investment in associates and joint ventures
Other financial assets
Americas
$m
EMEAA
$m
46
(33)
17
30
1
12
17
–
30
44
(29)
4
19
1
13
–
5
19
Greater
China
$m
2
(2)
–
–
–
–
–
–
–
Central
$m
Group
$m
56
–
(1)
55
50
5
–
–
55
148
(64)
20
104
52
30
17
5
104
Americas
$m
EMEAA
$m
Greater
China
$m
Central
$m
Group
$m
57
–
(27)
4
34
–
19
14
1
34
71
4
(35)
1
41
4
29
–
8
41
–
–
–
–
–
–
–
–
–
–
137
–
–
(4)
133
104
29
–
–
133
265
4
(62)
1
208
108
77
14
9
208
148
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 2. Segmental information continued
Geographical information
Year ended 31 December
Revenue
United Kingdom
United States
Rest of World
System Fund (note 33)
2020
$m
77
1,067
485
1,629
765
2,394
2019
$m
265
1,957
1,032
3,254
1,373
4,627
2018
$m
151
1,950
1,003
3,104
1,233
4,337
For the purposes of the above table, fee business, owned, leased and managed lease and reimbursable revenues are determined according
to the location of the hotel and other revenue is attributed to the country of origin. In addition to the United Kingdom, revenue relating to an
individual country is separately disclosed when it represents 10% or more of total revenue. System Fund revenues are not included in the
geographical analysis as the Group does not monitor the Fund’s revenue by location of the hotel, or in the case of the loyalty programme,
according to the location where members consume their rewards.
31 December
Non-current assets
United Kingdom
United States
Rest of World
2020
$m
2019
$m
72
1,487
700
2,259
184
1,632
847
2,663
For the purposes of the above table, non-current assets comprise goodwill and other intangible assets, property, plant and equipment,
right-of-use assets, investments in associates and joint ventures, non-current contract costs and non-current contract assets. In addition to
the United Kingdom, non-current assets relating to an individual country are separately disclosed when they represent 10% or more of total
non-current assets, as defined above.
IHG | Annual Report and Form 20-F 2020
149
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
3. Revenue
Disaggregation of revenue
The following table presents Group revenue disaggregated by type of revenue stream and by reportable segment:
Year ended 31 December 2020
Franchise and base management fees
Incentive management fees
Central revenue
Revenue from fee business
Revenue from owned, leased and managed lease hotels
System Fund revenues (note 33)
Reimbursement of costs
Total revenue
Americas
$m
452
5
–
457
55
512
EMEAA
$m
Greater
China
$m
Central
$m
93
14
–
107
114
221
61
16
–
77
–
77
–
–
182
182
–
182
Group
$m
606
35
182
823
169
992
765
637
2,394
Following communication with the IHG Owners Association, fees and expenses associated with the InterContinental Ambassador
programme (the InterContinental Hotels & Resorts paid-for loyalty programme) previously reported within Central revenue have been
moved into the System Fund to align with the treatment of IHG’s other brand loyalty programmes. Revenue arising from the licence of
intellectual property under co-brand credit card agreements previously recorded within the System Fund is now recorded within Central
revenue (see page 139). This change is effective from 1 January 2020. For the year ended 31 December 2020, this change resulted in an
increase of $20m to Central revenue and $21m to operating profit from reportable segments, and an equivalent reduction to System Fund
revenues and increase to System Fund operating loss. Had this arrangement existed in the prior year, Central revenue and operating profit
in 2019 would have been $18m and $22m higher respectively (2018: $15m and $20m respectively); System Fund revenues would have
reduced and System Fund operating loss would have increased by the same amounts.
Year ended 31 December 2019
Franchise and base management fees
Incentive management fees
Central revenue
Revenue from fee business
Revenue from owned, leased and managed lease hotels
System Fund revenues (note 33)
Reimbursement of costs
Total revenue
Year ended 31 December 2018
Franchise and base management fees
Incentive management fees
Central revenue
Revenue from fee business
Revenue from owned, leased and managed lease hotels
System Fund revenues (note 33)
Reimbursement of costs
Total revenue
Contract balances
Trade receivables (note 18)
Contract assets
Deferred revenue
Americas
$m
EMEAA
$m
Greater
China
$m
Central
$m
840
13
–
853
187
1,040
247
90
–
337
386
723
87
48
–
135
–
135
–
–
185
185
–
185
Americas
$m
EMEAA
$m
Greater
China
$m
Central
$m
835
18
–
853
198
1,051
227
93
–
320
249
569
94
49
–
143
–
143
–
–
170
170
–
170
2020
$m
309
336
Group
$m
1,174
151
185
1,510
573
2,083
1,373
1,171
4,627
Group
$m
1,156
160
170
1,486
447
1,933
1,233
1,171
4,337
2019
$m
515
334
(1,569)
(1,564)
A trade receivable is recorded when the Group has an unconditional right to receive payment. In respect of franchise fees, base and
incentive management fees, Central revenue and revenues from owned, leased and managed lease hotels, the invoice is typically issued
as the related performance obligations are satisfied, as described on page 138.
150
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 3. Revenue continued
Contract assets
Contract assets are recorded in respect of key money payments; the difference, if any, between the initial face and market value of loans
made to owners; and the value of payments under performance guarantees.
At 1 January
Costs paid
Recognised as a deduction to revenue
Impairment charges
Repayments
Exchange and other adjustments
At 31 December
Analysed as:
Current
Non-current
2020
$m
334
74
(25)
(53)
–
6
2019
$m
290
64
(22)
–
(1)
3
336
334
25
311
336
23
311
334
Key money is recognised as a contract asset when the trigger event for payment is met and payment becomes unconditional. The Group
also has future commitments for key money payments which are contingent upon future events and may reverse.
At 31 December 2020, the amount of performance guarantees included within trade and other payables was $1m (2019: $2m) and the
maximum payout remaining under such guarantees was $72m (2019: $85m). In estimating amounts due under performance guarantees,
the Group has considered ‘force majeure’ provisions within its management agreements.
Impairment of contract assets relates primarily to deposits made to SVC of $33m (see page 137). The remaining impairment of $20m relates
to key money and performance guarantee payments on individual properties which are supported by future franchise and management
fees. As a result of the expected impact of Covid-19 and the subsequent recovery period on trading, all significant contract assets were
tested for impairment using cash flow projections which reflect the five-year RevPAR recovery period outlined on page 135. The key
assumptions are the RevPAR growth forecasts and the pre-tax discount rates used, which were 8.4%-9.3% for Americas, 9.5%-10.4% for
Europe, 14.1% for other EMEAA and 13.3% for Greater China.
Of the total impairment including SVC balances, $42m relates to the Americas region and $11m relates to the EMEAA region.
Deferred revenue
Deferred revenue is recognised when payment is received before the related performance obligation is satisfied. The main categories
of deferred revenue relate to the loyalty programme, co-branding agreements and franchise application and re-licensing fees.
At 1 January 2019
Acquisition of businesses
Increase in deferred revenue
Recognised as revenue
Exchange and other adjustments
At 31 December 2019
Increase in deferred revenue
Recognised as revenue
Exchange and other adjustments
At 31 December 2020
Analysed as:
Current
Non-current
At 31 December 2019
Current
Non-current
Loyalty
programme
$m
Other
co-brand
fees
$m
Application &
re-licensing
fees
$m
Other
$m
1,181
–
533
(481)
–
1,233
344
(332)
–
1,245
376
869
1,245
476
757
1,233
77
–
–
(11)
–
66
–
(11)
–
55
11
44
55
11
55
66
175
–
26
(25)
(4)
172
14
(20)
–
166
22
144
166
25
147
172
73
2
64
(49)
3
93
45
(39)
4
103
43
60
103
43
50
93
Total
$m
1,506
2
623
(566)
(1)
1,564
403
(402)
4
1,569
452
1,117
1,569
555
1,009
1,564
This table does not include amounts which were received and recognised as revenue in the same year. Amounts recognised as revenue
were included in deferred revenue at the beginning of the year.
IHG | Annual Report and Form 20-F 2020
151
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
3. Revenue continued
Loyalty programme revenues, shown gross in the table on the previous page, are presented net of the corresponding redemption cost in
the Group income statement.
Other deferred revenue includes technical service fees and guest deposits received by owned, leased and managed lease hotels.
Transaction price allocated to remaining performance obligations
The Group has applied the practical expedient in IFRS 15 not to disclose the aggregate amount of the transaction price allocated to the
performance obligations that are unsatisfied or partially unsatisfied as at the end of the reporting period for all amounts where the Group
has a right to consideration in an amount that corresponds directly with the value to the customer of the Group’s performance completed
to date (including franchise and management fees).
Amounts received and not yet recognised related to performance obligations that were unsatisfied at 31 December 2020 are as follows:
Expected timing of recognition
Less than one year
Between one and two years
Between two and three years
Between three and four years
Between four and five years
More than five years
Loyalty and
co-brand
$m
Other
$m
387
313
249
176
73
102
65
40
29
24
22
89
2020
Total
$m
452
353
278
200
95
191
Loyalty and
co-brand
$m
Other
$m
487
292
176
115
79
150
68
34
30
27
27
79
2019
Total
$m
555
326
206
142
106
229
1,300
269
1,569
1,299
265
1,564
Contract costs
Movements in contract costs, typically developer commissions, are as follows:
At 1 January
Costs incurred
Amortisation
Exchange and other adjustments
At 31 December
Analysed as:
Current
Non-current
2020
$m
72
11
(9)
1
75
5
70
75
2019
$m
60
19
(7)
–
72
5
67
72
Contract costs were tested for impairment during the year. As contract costs typically constitute a very small percentage of deal value,
no impairment was identified.
152
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 4. Staff costs and Directors’ remuneration
Staff costs
Wages and salaries
Social security costs
Pension and other post-retirement benefits:
Defined benefit plans (note 27)
Defined contribution plans
Analysed as:
Costs borne by IHGa
Costs borne by the System Fundb
Costs reimbursed
2020
$m
1,233
86
3
36
2019
$m
1,982
131
3
64
2018
$m
1,956
127
19
63
1,358
2,180
2,165
500
242
616
1,358
735
313
1,132
2,180
708
347
1,110
2,165
a Includes $27m classified as exceptional relating to reorganisation programmes and $nil (2019: $9m, 2018: $21m) classified as exceptional relating to the comprehensive efficiency
programme completed in 2019. In 2018, included $15m classified as exceptional relating to termination of the US funded Inter-Continental Hotels Pension Plan.
b Includes $20m relating to the 2020 corporate reorganisation programme and $nil (2019: $8m, 2018: $21m) relating to the comprehensive efficiency programme completed in 2019.
Staff costs are presented net of government support income of $36m received in 2020. This primarily relates to employee costs at certain
of the Group's leased hotels. Additionally, ongoing support has been received in the form of tax credits which have also been applicable in
prior years and which relate to the Group’s corporate office presence in certain countries. The income has been recognised as a reduction
to the payroll costs that the grants and credits are intended to compensate. There are no unfulfilled conditions or other contingencies
attaching to these grants.
Average number of employees, including part-time employees
Employees whose costs are borne by IHG:
Americas
EMEAA
Greater China
Central
Employees whose costs are borne by the System Fund
Employees whose costs are reimbursed
Directors’ remuneration
Base salaries, fees, performance payments and benefits
2020
2019
2018
1,931
4,088
314
1,813
8,146
4,686
15,980
2,170
5,227
339
1,900
9,636
4,800
2,225
3,255
324
1,794
7,598
5,214
22,207
22,518
28,812
36,643
35,330
2020
$m
2019
$m
2018
$m
4.2
6.4
7.1
More detailed information on the remuneration including pensions, share awards and shareholdings for each Director is shown in the Directors’
Remuneration Report on pages 96 to 111.
5. Auditor’s remuneration paid to Ernst & Young LLP
Audit of the Financial Statementsa
Audit of subsidiaries
Audit-related assurance services
Other assurance servicesb
Other non-audit services not covered by the above
2020
$m
3.0
3.3
0.2
1.1
0.1
7.7
2019
$m
3.0
3.2
0.2
1.3
0.1
7.8
2018
$m
3.3
2.9
0.2
1.3
0.1
7.8
a In 2018, included $0.4m of additional fees for specific procedures performed in relation to the implementation of new accounting standards.
b Excludes fees of $0.2m which have not yet been incurred.
Audit fees in respect of the pension scheme were not material.
IHG | Annual Report and Form 20-F 2020
153
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
6. Exceptional items
Operating exceptional items:
Cost of sales:
Derecognition of right-of-use assets and lease liabilities
Gain on lease termination
Provision for onerous contractual expenditure
Reorganisation costs
Administrative expenses:
Reorganisation costs
Acquisition and integration costs
Litigation
Pension settlement cost
Note
2020
$m
2019
$m
2018
$m
(a)(h)
(b)
(h)
(c)(h)
(c)
(d)
(e)
27
22
30
(10)
(8)
34
(19)
(6)
(5)
–
(30)
–
–
–
–
–
(20)
(7)
(28)
–
(55)
–
–
–
–
–
(56)
(15)
(18)
(15)
(104)
–
–
–
–
–
–
–
–
(104)
–
–
–
(48)
(90)
(16)
(19)
(53)
(226)
(270)
(14)
21
(49)
(50)
–
(32)
–
–
(131)
(186)
–
38
(263)
(148)
(104)
52
–
52
(118)
(128)
(5)
(19)
(270)
20
–
20
(62)
(109)
–
(15)
(186)
22
5
27
(36)
(12)
(1)
(55)
(104)
Impairment loss on financial assets
(f)
(48)
–
Other impairment charges:
Goodwill
Management agreements
Property, plant and equipment
Right-of-use assets
Associates
Contract assets
Operating exceptional items
Financial expenses
Fair value gains on contingent purchase consideration
Exceptional items before tax
Tax on exceptional items
Exceptional tax
Tax
Operating exceptional items analysed as:
Americas
EMEAA
Greater China
Central
(h)
13
14, (h)
15, (h)
16
3
(g)
(h)
(i)
(j)
The above items are treated as exceptional by reason of their size, nature, or incidence, as further described on page 140.
All items above relate to continuing operations.
154
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 6. Exceptional items continued
(a) Derecognition of right-of-use assets and lease liabilities
The UK portfolio leases and two German hotel leases contain guarantees that the Group will fund any shortfalls in lease payments up to
an annual and cumulative cap. Previously the minimum ‘in-substance fixed’ lease payments were estimated to be equal to the cumulative
amount guaranteed under the lease agreements and therefore a right-of-use asset and corresponding lease liability equal to the guaranteed
amount were recognised. The unprecedented impact of Covid-19 and subsequent restrictions have resulted in a reassessment of the
estimate of ‘in-substance fixed’ lease payments, as there is no floor to the rent reductions applicable under these leases, and the
circumstances in which no rent would be payable are no longer considered to be remote.
As a result, the right-of-use assets ($49m) and lease liabilities ($71m) associated with these leases have been derecognised as they are now
considered to be fully variable. This resulted in a net gain of $22m.
(b) Gain on lease termination
On 14 December 2020 as a consequence of the termination of the SVC portfolio agreement, the lease of InterContinental San Juan was
terminated. The right-of-use assets ($60m) and lease liabilities ($90m) associated with this hotel have therefore been derecognised,
resulting in a net gain of $30m.
(c) Reorganisation costs
In 2020, reorganisation costs relate to the UK portfolio (see below), other owned and leased hotels and a corporate reorganisation
completed in the year reflecting the reassessment of near-term priorities and the resources needed to support reduced levels of demand.
An additional $20m relating to the corporate restructuring was charged to the System Fund.
In 2019 and 2018, related to a comprehensive efficiency programme to fund a series of new strategic initiatives to drive an acceleration in
IHG’s future growth. The programme was completed in 2019 and no further restructuring costs related to this programme were incurred in
2020. The 2019 cost included consultancy fees of $6m (2018: $25m) and severance costs of $8m (2018: $18m). An additional $28m
(2018: $47m) was charged to the System Fund.
(d) Acquisition and integration costs
In 2019, primarily related to the acquisition of Six Senses and in 2020, relates to the integration of that business into the operations of
the Group.
(e) Litigation
In 2020, relates to the cost of settlement of $14m agreed in the year in respect of a lawsuit in the EMEAA region, offset primarily by the
partial release of the 2019 provision related to a lawsuit in the Americas region which has been settled in the year (see note 21). In 2019,
primarily represented management’s best estimate of the settlement in respect of the Americas lawsuit, together with the cost of an
arbitration award made against the Group in the EMEAA region. In 2018, primarily related to a material settlement agreed in respect
of a lawsuit filed against the Group in the Americas region, together with associated legal fees.
(f) Impairment loss on financial assets
Comprises $33m and $15m related to SVC and other trade deposits and loans respectively (see note 17).
(g) Financial expenses
In October 2020 management undertook actions to strengthen liquidity and extend the maturity profile of the Group’s debt. The Group
issued a tender offer for its £400m 3.875% 2022 bonds resulting in a repayment of £227m and concurrently issued €500m 1.625%
2024 bonds and £400m 3.375% 2028 bonds. The exceptional charge includes the premium on repayment and associated write-off of
fees and discount.
(h) Exceptional items relating to the UK portfolio
Included within exceptional items are the following items relating to the UK portfolio:
Operating exceptional items:
Cost of sales:
Derecognition of right-of-use assets and lease liabilities
Provision for onerous contractual expenditure
Reorganisation costs
Other impairment charges:
Goodwill
Property, plant and equipment
Right-of-use assets
Operating exceptional items
Fair value gains on contingent purchase consideration (note 25)
Exceptional items before tax
2020
$m
2019
$m
2018
$m
18
(10)
(4)
4
–
(50)
–
(50)
(46)
21
(25)
–
–
–
–
(49)
–
(32)
(81)
(81)
38
(43)
–
–
–
–
–
–
–
–
–
–
–
IHG | Annual Report and Form 20-F 2020
155
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
6. Exceptional items continued
(h) Exceptional items relating to the UK portfolio continued
The UK portfolio has continued to experience hugely challenging trading conditions as a result of Covid-19, with all 12 hotels closing
for business in March 2020. The impact of Covid-19 and subsequent restrictions on travel caused the UK leased hotels to be closed for
extended periods during 2020. Hotels which were able to open temporarily during the year experienced historically low occupancies.
11 of the hotels were closed as at 31 December 2020 and all hotels were closed during January 2021.
As described on page 155, the right-of-use asset ($22m) and lease liability ($40m) relating to the UK portfolio have been derecognised
as a result of the re-estimation of the ‘in-substance fixed’ rent payable under the leases, resulting in a gain of $18m. The leases are now
considered to be fully variable.
Under the terms of the leases, the Group is committed to certain items of contractual expenditure. A $10m provision was recognised
to the extent the costs of the remaining contractual expenditure exceeded the future economic benefits expected to be received under
the leases.
The hotels have incurred a total cost of $4m to restructure hotel operations in response to the future impact of Covid-19 on hotel occupancy
and revenues. The reorganisation was completed in 2020.
Impairment testing was performed on the remaining property, plant and equipment in the portfolio using management forecasts covering
a five-year period. The testing performed and key assumptions are detailed on page 135. In 2019, goodwill ($49m) and the right-of-use asset
($32m) (prior to derecognition) were impaired as a result of trading disruption arising from hotel renovations and rebranding.
Contingent purchase consideration comprises the present value of the above-market element of the expected lease payments to the lessor.
The above-market assessment is determined by comparing the expected lease payments as a percentage of forecast hotel operating profit
(before depreciation and rent) with market metrics, on a hotel by hotel basis. A fair value gain of $21m was recognised in the period
(2019: $38m), arising from a reduction in expected future rentals payable such that there is no remaining above-market element. The key
assumptions are detailed on page 135.
As a result of the adjustments outlined above, non-current assets, lease liabilities and contingent consideration relating to the UK portfolio
were all measured at $nil at 31 December 2020.
(i) Tax on exceptional items
The tax impacts of the exceptional items are shown in the table below:
2020
2019
2018
Current tax
$m
Deferred tax
$m
Current tax
$m
Deferred tax
$m
Current tax
$m
Deferred tax
$m
Derecognition of right-of-use assets and lease liabilities
Provision for onerous contractual expenditure
Reorganisation costs
Acquisition and integration costs
Litigation
Pension settlement cost
Impairment of financial assets
Other impairment charges
Financial expenses
Fair value gains on contingent purchase consideration
Adjustments in respect of prior yearsa
Total current and deferred tax
a In 2019, related to a 2014 disposal. In 2018, related to the 2017 sale of a minority investment.
(j) Exceptional tax
In 2018, related to a tax credit in regard to US tax reform impacts.
–
–
3
1
–
–
4
6
–
–
–
14
(4)
2
2
–
–
–
2
37
3
(4)
–
38
52
–
–
4
–
–
–
–
–
–
–
–
4
–
–
–
–
6
–
–
18
–
(6)
(2)
16
20
–
–
11
2
5
5
–
–
–
–
(2)
21
–
–
–
–
–
1
–
–
–
–
–
1
22
156
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 7. Finance costs
Financial income
Financial income on deposits and money market funds
Interest income on loans and other assets
Financial expenses
Interest expense on external borrowings
Interest expense on lease liabilities
Capitalised interest
Unwind of discount on deferred purchase consideration
Other chargesa
Analysed as:
Financial expenses before exceptional items
Exceptional financial expenses (note 6)
a Other charges includes bank charges and non-bank interest expense.
2020
$m
2019
$m
2018
$m
2
2
4
102
37
(1)
1
5
144
130
14
144
3
3
6
78
41
(5)
1
6
121
121
–
121
2
3
5
61
39
(5)
1
5
101
101
–
101
During the year, $3m (2019: $13m, 2018: $14m) was payable to the IHG Rewards loyalty programme relating to interest on the accumulated
balance of cash received in advance of the consumption of points awarded. The expense and corresponding System Fund interest income
are eliminated within financial expenses.
Capitalised interest relates to the System Fund. The rate used for capitalisation of interest was 2.9% (2019: 3.1%, 2018: 3.0%).
Net interest payable on a frozen GAAP basis as calculated for bank covenants was $111m (2019: $99m). Further details are provided on page 181.
8. Tax
Tax on (loss)/profit
Current tax
UK corporation tax at 19.00%:
Current period
Adjustments in respect of prior periods
Foreign tax:
Current period
Benefit of tax reliefs on which no deferred tax previously recognised
Adjustments in respect of prior periods
Deferred tax
Origination and reversal of temporary differences
Changes in tax rates and tax laws
Adjustments to estimated recoverable deferred tax assetsa
Reduction in deferred tax expense by previously unrecognised deferred tax assets
Adjustments in respect of prior periods
Income tax (credit)/charge for the year
Analysed as tax relating to:
Profit before exceptional itemsb
Exceptional items:
Tax on exceptional items (note 6)
Exceptional tax (note 6)
2020
$m
2019
$m
2018
$m
–
(2)
(2)
43
(2)
(5)
36
34
(35)
(8)
(14)
(1)
4
(54)
(20)
5
13
18
154
(2)
(11)
141
159
11
2
(2)
–
(14)
(3)
156
10
4
14
95
(1)
(13)
81
95
39
1
(2)
–
(1)
37
132
32
176
159
(52)
–
(20)
(20)
–
156
(22)
(5)
132
a Represents a reassessment of the recovery of recognised and off-balance sheet deferred tax assets in line with the Group’s profit forecasts.
b Includes $41m (2019: $113m, 2018: $93m) in respect of US taxes.
All items above relate to continuing operations.
IHG | Annual Report and Form 20-F 2020
157
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
8. Tax continued
Reconciliation of tax charge
UK corporation tax at standard rate
Tax credits
System Fundc
Impairment charges
Other permanent differences
Non-recoverable foreign taxesd
Net effect of different rates of tax in overseas businessese
Effect of changes in tax rates and tax lawsf
Reduction in current tax expense by previously unrecognised deferred tax
assets
Items on which deferred tax arose but where no deferred tax is recognisedg
Effect of adjustments to estimated recoverable deferred tax assetsh
Reduction in deferred tax expense by previously unrecognised deferred
tax assets
Adjustment to tax charge in respect of prior periods
a Calculated in relation to total (losses)/profits including exceptional items and System Fund.
b Calculated in relation to profits excluding exceptional items and System Fund earnings.
c The System Fund is, in general, not subject to taxation.
2020
%
19.0
0.5
(6.6)
–
(4.2)
(5.1)
(4.5)
2.9
0.7
(1.9)
5.1
0.3
0.9
7.1
2019
%
19.0
(0.8)
1.1
1.7
1.3
3.2
6.7
(0.4)
(0.4)
–
(0.4)
–
(2.2)
28.8
Totala
2018
%
19.0
(0.5)
5.0
–
0.6
0.7
4.6
0.3
(0.4)
–
0.1
–
(2.0)
27.4
Before exceptional items
and System Fundb
2020
%
19.0
(1.7)
(1.1)
–
12.1
16.9
18.9
(9.6)
(2.4)
5.1
(16.9)
–
(2.7)
37.6
2019
%
19.0
(0.6)
(0.5)
–
0.8
2.4
5.5
(0.3)
(0.3)
–
(0.3)
–
(1.9)
23.8
2018
%
19.0
(0.3)
(0.5)
–
0.3
0.5
3.7
0.2
(0.3)
–
0.1
–
(1.0)
21.7
d The large increase in 2020 when compared to 2019 is as a result of the material decrease in Group profitability. This has meant that the Group has no longer been able to obtain
effective relief for withholding taxes incurred on its revenues and in respect of other taxes, primarily in the US and Singapore. The increase from 2018 to 2019 was caused by the
recognition in 2018 of a carryback claim in the US in respect of foreign tax credits.
e Before exceptional items and System Fund includes 18.9 percentage points (2019: 4.9 percentage points, 2018: 4.2 percentage points) driven by the relatively high blended US rate,
which includes US Federal and State taxes as well as Base Erosion and Anti-Avoidance Tax ('BEAT'). In 2020, the lower profitability has resulted in a large impact of BEAT, and the
trading results in the year have led to a higher proportion of the Group’s profit being taxed in the US.
f In 2020, the UK Government reversed a previously enacted drop to the UK rate of corporation tax. This has led to an increase in value to the Group’s existing deferred tax assets in the
UK, contributing to a benefit to the Group effective tax rate, before exceptional items and System Fund, of 7.9 percentage points.
g Predominantly in respect of losses arising in the year.
h During 2020, the Group simplified its Group structure leading to an increase to existing deferred tax assets within the UK.
A reconciliation between total tax rate and tax rate before exceptional items and System Fund is shown below:
Group income statement
Adjust for:
Exceptional items (note 6)
System Fund
(Loss)/
profit
before tax
$m
(280)
263
102
85
Tax
$m
(20)
52
–
32
2020
Rate
%
7.1
37.6
Profit
before tax
$m
542
148
49
739
2019
Rate
%
28.8
23.8
Profit
before tax
$m
482
104
146
732
Tax
$m
156
20
–
176
2018
Rate
%
27.4
21.7
Tax
$m
132
27
–
159
Information concerning Non-GAAP measures can be found in the Strategic Report on pages 47 to 51.
158
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 8. Tax continued
Tax paid
Total net tax paid during the year of $41m (2019: $141m, 2018: $68m) comprises $41m (2019: $141m, 2018: $66m) paid in respect of
operating activities and $nil (2019: $nil, 2018: $2m) paid in respect of investing activities.
The total tax paid includes, in respect of the US:
• payments of $29m (2019: $80m, 2018: $54m); and
• refunds arising from earlier periods of $24m (2019: $nil, 2018: $34m);
and in respect of the UK:
• payments of $2m (2019: $13m, 2018: $23m); and
• refunds arising from earlier periods of $nil (2019: $nil, 2018: $11m).
A reconciliation of tax paid to the total tax charge in the Group income statement is as follows:
Current tax charge in the Group income statement
Current tax (charge)/credit in the Group statement of comprehensive income
Current tax credit taken directly to equity
Total current tax charge
Movements to tax contingenciesa
Timing differences of cash tax paid and foreign exchange differences
Tax paid per cash flow
2020
$m
(34)
(1)
–
(35)
(8)
2
(41)
2019
$m
(159)
2
4
(153)
3
9
(141)
2018
$m
(95)
1
8
(86)
(4)
22
(68)
a Tax contingency movements are included within the current tax charge but do not impact cash tax paid in the year. Settlement of tax contingencies are included within cash tax paid
in the year but not recorded in the current year tax charge.
Current tax
Within current tax payable is $25m (2019: $33m) in respect of uncertain tax positions.
The calculation of the Group’s total tax charge involves consideration of applicable tax laws and regulations in many jurisdictions
throughout the world. From time to time, the Group is subject to tax audits and uncertainties in these jurisdictions. The issues involved
can be complex and disputes may take a number of years to resolve.
Where the interpretation of local tax law is not clear, management relies on judgement and accounting estimates to ensure all uncertain
tax positions are adequately provided for in the Group Financial Statements. This may involve consideration of some or all of the
following factors:
• strength of technical argument, impact of case law and clarity of legislation;
• professional advice;
• experience of interactions, and precedents set, with the particular taxing authority; and
• agreements previously reached in other jurisdictions on comparable issues.
The largest single contingency item within the current tax payable balance does not exceed $8m (2019: $9m).
IHG | Annual Report and Form 20-F 2020
159
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
8. Tax continued
Deferred tax
Property,
plant,
equipment
and
software
$m
Other
intangible
assets
$m
Application
fees
$m
Deferred
gains on
loan notes
$m
Associates
$m
Losses
$m
Employee
benefits
$m
Deferred
compen-
sation
$m
Credit
losses
$m
Contract
costs
$m
Other
short-term
temporary
differencesa
$m
At 1 January 2019
(120)
(18)
43
(35)
(56)
35
30
Group income
statement
Assets of businesses
acquired
Group statement of
comprehensive
income
Exchange and other
adjustments
At 31 December 2019
Group income
statement
Group statement of
comprehensive
income
Group statement of
changes in equity
Exchange and other
adjustments
–
–
–
1
(119)
23
–
–
1
At 31 December 2020
(95)
3
–
–
1
(14)
14
–
–
–
–
–
–
–
–
43
(2)
–
–
1
1
–
–
–
(2)
(9)
–
–
–
(34)
(58)
–
–
–
–
–
–
–
1
–
–
1
27
28
6
–
–
1
–
1
1
–
1
(1)
1
34
33
41
42
(1)
–
–
–
1
–
–
–
1
11
–
–
–
12
10
–
–
–
(14)
(2)
–
–
–
(16)
(1)
–
–
–
Total
$m
(61)
3
2
–
4
(52)
31
1
2
(1)
–
33
(19)
54
8
–
(2)
20
15
(1)
2
18
42
(34)
(57)
61
42
22
(17)
a The above table has been re-presented in order to separately disclose the deferred tax on ‘deferred compensation’ and ‘credit losses’ (both previously disclosed in ‘other short-term
temporary differences’), to disaggregate the deferred tax on ‘application fees’ and ‘contract costs’, to present deferred tax on share-based compensation within ‘employee benefits’
(previously disclosed within ‘other short-term temporary differences’) and to disclose deferred taxes on ‘contract assets’ within ‘other short-term temporary differences’ (previously
disclosed within ‘Other intangible assets and contract assets’).
The deferred tax on the loan notes represents tax that is expected to come due in 2025 (2019: 2025). The deferred tax in respect of losses of
$61m (2019: $27m) comprises $60m in respect of revenue losses (2019: $27m) and $1m in respect of capital losses (2019: $nil). There is no
tax in respect of uncertain tax positions recorded within deferred taxes.
A deferred tax asset of $95m (2019: $4m) has been recognised in legal entities which have made a loss in the current or the previous year.
Of the 2020 amount, $89m (2019: $nil) is within the UK tax group and predominantly represents revenue tax losses and future tax
deductions for amortisation.
The recoverability of these UK deferred tax assets has been assessed by:
• starting with the Group profit forecasts prepared by management, consistent with those used when reviewing for impairment (see page 135);
• overlaying tax principles to those forecasts; and
• following the methodology required by IAS 12.
This has demonstrated that $87m of the UK deferred tax assets should reverse over a 10-year period. Under UK law, tax losses do not expire,
although can only be offset against 50% of annual UK taxable profits, and accordingly, if the anticipated recovery to previous profitability
were to be over a longer period, the length of time for recovery of the deferred tax asset would increase.
The remaining $2m of the UK deferred tax asset is in a legal entity which was loss making in 2019 and became profitable in 2020, and is
forecast to remain so. Additional UK deferred tax assets of $14m are recognised in legal entities which were profitable in both the current
and previous years.
160
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 8. Tax continued
The closing balance is further analysed by key territory as follows:
Property,
plant,
equipment
and
software
$m
19
(115)
1
(95)
Other
intangible
assets
$m
Application
fees
$m
Deferred
gains on
loan notes
$m
Associates
$m
Losses
$m
Employee
benefits
$m
Deferred
compen-
sation
$m
Credit
losses
$m
Contract
costs
$m
9
(10)
1
–
–
42
–
42
–
(34)
–
(34)
–
(57)
–
(57)
50
5
6
61
10
23
1
34
–
42
–
42
–
16
6
22
–
(11)
(6)
(17)
Other
short-term
temporary
differences
$m
15
10
(5)
20
Total
$m
103
(89)
4
18
UK
US
Other
At 31 December 2020
The analysis of the deferred tax balance after considering the offset of assets and liabilities within entities where there is a legal right to do
so is as follows:
Analysed as:
Deferred tax assets
Deferred tax liabilities
2020
$m
113
(95)
18
2019
$m
66
(118)
(52)
The Group does not recognise deferred tax assets if it cannot anticipate being able to offset them against existing deferred tax liabilities or
against future profits or gains.
The total unrecognised deferred tax position is as follows:
Revenue losses
Capital losses
Tax credits
Leases
Othera
Gross
Unrecognised deferred tax
2020
$m
467
562
1,029
12
–
19
2019
$m
413
541
954
13
25
2
2020
$m
76
109
185
12
–
3
1,060
994
200
2019
$m
65
95
160
13
7
1
181
a Primarily relates to costs incurred for which tax relief has not been obtained.
There is no expiry date to any of the above unrecognised assets other than for the losses and tax credits as shown in the table below:
Expiry date
2021
2022
2023
2024
2025
2026
2027
After 2027
Gross
Unrecognised deferred tax
2020
$m
2019
$m
2020
$m
2019
$m
33
11
2
5
110
1
3
24
31
10
2
4
91
–
3
21
8
3
–
1
26
–
1
17
6
2
–
1
20
–
1
16
No deferred tax liability has been provided in respect of $0.5bn (2019: $0.9bn) of taxable temporary differences relating to subsidiaries
(comprising undistributed earnings and net inherent gains) because the Group is in a position to control the timing of the reversal of these
temporary differences and it is probable that such differences will not reverse in the foreseeable future.
Tax risks, policies and governance
Policies and procedures related to tax risk management are subject to regular review and update and are approved by the IHG Audit
Committee. Procedures to minimise risk include the preparation of thorough tax risk assessments for all transactions carrying material tax
risk and, where appropriate, material tax uncertainties are discussed and resolved with tax authorities in advance. IHG’s Approach to Tax
document is available on IHG’s website at www.ihgplc.com/responsible-business. In addition, as a result of its business profile as a hotel
manager and also as a residual legacy from prior acquisitions, IHG has a small number of subsidiaries in jurisdictions commonly portrayed
as tax havens. IHG manages such subsidiaries on a basis consistent with its business principles (for example, by making some foreign
incorporated companies UK tax resident or by operating others so that local profits are commensurate with local activity).
IHG | Annual Report and Form 20-F 2020
161
Notes to the Group Financial StatementsGroup Financial Statements
Notes to the Group Financial Statements continued
8. Tax continued
Factors that may affect the future tax charge
Many factors will affect the Group’s future tax rate, the key ones being future legislative developments, future profitability of underlying
subsidiaries and tax uncertainties.
The impact of Covid-19 has resulted in changes to the Group’s current geographic profit mix and this trend is expected to continue for
at least the short term. This is likely to result in a higher than usual tax rate for the Group in the short term.
Worldwide tax reform continues, most notably with the OECD’s review into “Tax Challenges Arising from Digitalisation”, and this could
impact the tax profile of the Group over the longer term. The Group continues to monitor activity in this area.
The Group anticipates the exit from the European Union will not cause a material impact on its future underlying effective tax rate.
9. Dividends
Paid during the year
Final (declared for previous year)
Interim
Special (note 29)
Proposed (not recognised as a liability at 31 December)
Final
2020
cents
per share
2019
cents
per share
2018
cents
per share
2020
$m
–
–
–
–
–
78.1
39.9
262.1
380.1
71.0
36.3
–
107.3
–
78.1
–
–
–
–
–
2019
$m
139
72
510
721
2018
$m
130
69
–
199
–
141
On 20 March 2020, the Board withdrew its recommendation of a final dividend in respect of 2019 of 85.9¢ per share, a payment of which
would have had a cash outflow of approximately $150m in the first half of 2020. A final dividend in respect of 2020 is not proposed and
there was no interim dividend for the year. The Board will consider future dividends once visibility of the pace and scale of market recovery
has improved.
10. (Loss)/earnings per ordinary share
Basic (loss)/earnings per ordinary share is calculated by dividing the profit or loss for the year available for IHG equity holders by the
weighted average number of ordinary shares, excluding investment in own shares, in issue during the year.
Diluted (loss)/earnings per ordinary share is calculated by adjusting basic (loss)/earnings per ordinary share to reflect the notional exercise
of the weighted average number of dilutive ordinary share awards outstanding during the year.
Adjusted earnings per ordinary share is disclosed in order to show performance undistorted by exceptional items and changes in the fair
value of contingent purchase consideration, to give a more meaningful comparison of the Group’s performance.
Additionally, earnings attributable to the System Fund are excluded from the calculation of adjusted earnings per ordinary share, as IHG has
an agreement with the IHG Owners Association to spend Fund income for the benefit of hotels in the IHG System such that the Group does
not make a gain or loss from operating the Fund over the longer term.
IHG also records an interest charge on the outstanding cash balance relating to the IHG Rewards programme. These interest payments are
recognised as interest income for the Fund and interest expense for IHG. The Fund also benefits from the capitalisation of interest related to
the development of the next-generation Guest Reservation System. As the Fund is included in the Group income statement, these amounts
are included in reported Group net financial expenses. Given that all results related to the Fund are excluded from the calculation of
adjusted earnings per ordinary share, these interest amounts are deducted from profit or loss available for equity holders.
162
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 10. (Loss)/earnings per ordinary share continued
Continuing and total operations
Basic (loss)/earnings per ordinary share
(Loss)/profit available for equity holders ($m)
Basic weighted average number of ordinary shares (millions)
Basic (loss)/earnings per ordinary share (cents)
Diluted (loss)/earnings per ordinary share
(Loss)/profit available for equity holders ($m)
Diluted weighted average number of ordinary shares (millions)
Diluted (loss)/earnings per ordinary share (cents)
Adjusted earnings per ordinary share
(Loss)/profit available for equity holders ($m)
Adjusting items:
System Fund revenues and expenses ($m)
Interest attributable to the System Fund ($m)
Operating exceptional items ($m) (note 6)
Exceptional financial expenses ($m) (note 6)
Change in fair value of contingent purchase consideration ($m) (note 25)
Tax on exceptional items ($m) (note 6)
Exceptional tax ($m) (note 6)
Adjusted earnings ($m)
Basic weighted average number of ordinary shares (millions)
Adjusted earnings per ordinary share (cents)
Adjusted diluted earnings per ordinary share
Adjusted earnings ($m)
Diluted weighted average number of ordinary shares (millions)
Adjusted diluted earnings per ordinary share (cents)
Diluted weighted average number of ordinary shares is calculated as:
Basic weighted average number of ordinary shares
Dilutive potential ordinary shares
2020
2019
2018
(260)
182
385
183
(142.9)
210.4
(260)
182
385
184
(142.9)
209.2
349
190
183.7
349
192
181.8
(260)
385
349
102
(4)
270
14
(13)
(52)
–
57
182
31.3
57
182
31.3
49
(18)
186
–
(27)
(20)
–
555
183
146
(19)
104
–
4
(22)
(5)
557
190
303.3
293.2
555
184
557
192
301.6
290.1
2020
millions
2019
millions
2018
millions
182
–
182
183
1
184
190
2
192
The effect of the notional exercise of outstanding ordinary share awards is anti-dilutive in 2020, and therefore has not been included in the
diluted earnings per share calculation.
Information concerning Non-GAAP measures can be found in the Strategic Report on pages 47 to 51.
IHG | Annual Report and Form 20-F 2020
163
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
11. Acquisition of businesses
Six Senses
On 12 February 2019, the Group acquired a 100% ownership interest in Six Senses Hotels Resorts Spas (‘Six Senses’), a leading operator of
top-tier luxury hotels, resorts and spas with a world-renowned reputation for wellness and sustainability. The total purchase consideration
was $304m, comprising $299m paid on acquisition, including the settlement of working capital, and $5m of contingent purchase
consideration. The fair value of net assets acquired was $246m, including brands of $189m, management agreements of $45m,
and a right-of-use asset of $19m offset by an equal lease liability. Goodwill recognised was $58m.
The contingent purchase consideration has been revalued as at 31 December 2020 (see note 25).
The value of management agreements and right-of-use assets recognised on acquisition were impaired by $41m and $5m respectively in
2020 (see notes 13 and 15).
UK portfolio
On 25 July 2018, the Group completed a deal to operate nine hotels under long-term leases from Covivio which operated under the
Principal and De Vere Hotels brands. An additional leased hotel was added to the portfolio on 13 November 2018 bringing the total to
10 at 31 December 2018. On 14 February 2019, the Group added a further two hotels to the portfolio bringing the total hotels in the
UK portfolio to 12.
The total purchase consideration for the 12 hotels was $73m, comprising $10m paid on acquisition, a working capital refund of $3m and
$66m of contingent purchase consideration. The fair value of the net assets acquired was $14m and goodwill of $64m was recognised,
of which $12m was recognised in 2019.
Goodwill and non-current assets acquired were impaired in full during 2019 and 2020 such that the remaining value is $nil (see note 6).
The contingent purchase consideration was revalued to $nil as at 31 December 2020 (see note 25).
Regent
On 1 July 2018, the Group completed the acquisition of a 51% controlling interest in an agreement with Formosa International Hotels
Corporation (‘FIH’) to acquire the ‘Regent Hotels & Resorts’ brand and associated management agreements (‘Regent’). The Group acquired
51% of the issued share capital of Regent Hospitality Worldwide, Inc (‘RHW’), 100% of the issued share capital of Regent International Hotels
Limited and 100% of the issued share capital of Regent Berlin GmbH.
Put and call options exist over the remaining 49% shareholding in RHW which are exercisable in a phased manner from 2026. As the
decision-making powers related to the remaining shares are not substantive in driving RHW’s returns and FIH do not share in any costs
associated with the future development of the Regent brand, it has been determined that the Group has a present ownership interest in
the remaining shares. As such, RHW has been accounted for as 100% owned with no non-controlling interest recognised.
The total purchase consideration was $88m, comprising $13m paid on acquisition, $22m of deferred purchase consideration and $53m
of contingent purchase consideration. The fair value of the net assets acquired was $53m, including brands of $57m and management
agreements of $6m. Goodwill recognised was $35m.
The contingent purchase consideration has been revalued as at 31 December 2020 (see note 25).
The value of management agreements recognised on acquisition were impaired by $2m in 2020 (see note 13).
Cash flows relating to acquisitions
Cash paid on acquisition, including working capital settlement
Settlement of stamp duty liability
Less: cash and cash equivalents acquired
Less: working capital settlement received in year following acquisition
Net cash outflow arising on acquisitions
2020
$m
–
–
–
–
–
2019
$m
299
3
(7)
(3)
292
2018
$m
22
14
(2)
–
34
164
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 12. Assets and liabilities sold and held for sale
No assets were classified as held for sale at 31 December 2020.
During the year ended 31 December 2020 the Group sold one hotel in EMEAA, the Holiday Inn Melbourne Airport. This was classified as
held for sale at 31 December 2019, with no change to the carrying value on initial classification. Total consideration of $2m was received.
Net of disposal costs a total gain of $3m is included in ‘other operating income’ in the Group income statement.
13. Goodwill and other intangible assets
Goodwill
$m
Brands
$m
Software
$m
Management
agreements
$m
Other
intangibles
$m
Cost
At 1 January 2019
Acquisition of businesses (note 11)
Additions
Capitalised interest
Disposals
Exchange and other adjustments
At 31 December 2019
Additions
Disposals
Exchange and other adjustments
At 31 December 2020
Amortisation and impairment
At 1 January 2019
Provided
System Fund expense
Impairment charge
Disposals
Exchange and other adjustments
At 31 December 2019
Provided
System Fund expense
Impairment charge
System Fund impairment charge
Disposals
Exchange and other adjustments
At 31 December 2020
Net book value
At 31 December 2020
At 31 December 2019
At 1 January 2019
455
70
4
–
–
–
250
189
–
–
–
–
529
439
–
–
8
–
–
–
537
439
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(142)
–
–
(49)
–
1
(190)
–
–
–
–
–
(1)
(191)
346
339
313
Total
$m
1,581
304
108
5
(22)
1
1,977
52
(29)
9
77
45
–
–
–
–
122
–
–
–
18
–
6
–
–
(1)
23
2
–
–
122
25
2,009
(10)
(3)
–
(50)
–
–
(63)
(1)
–
(48)
–
–
–
(5)
(2)
(1)
–
–
–
(8)
(1)
(2)
–
–
–
–
(438)
(40)
(47)
(99)
22
1
(601)
(38)
(53)
(48)
(4)
29
(1)
781
–
98
5
(22)
2
864
50
(29)
1
886
(281)
(35)
(46)
–
22
–
(340)
(36)
(51)
–
(4)
29
–
(402)
(112)
(11)
(716)
439
439
250
484
524
500
10
59
67
14
15
13
1,293
1,376
1,143
IHG | Annual Report and Form 20-F 2020
165
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
13. Goodwill and other intangible assets continued
Goodwill and brands
Allocation of goodwill and brands to CGUs
The Group’s CGUs are consistent with prior years; however, the level at which goodwill is monitored by management has changed to
the Group’s operating segments, namely Americas, EMEAA and Greater China. This better reflects (i) how the Group’s performance is
monitored, including the measurement of overheads at a regional level with no measurement at any lower level, and (ii) how management
executes on its regional strategies. Both of these factors have become more pronounced in the year as a result of historic lows in occupancy
levels, the termination of the SVC portfolio of management agreements (see page 137), and the corporate reorganisation. In addition to
changing the level at which goodwill is tested, the same approach has been applied to the Group’s brands with indefinite lives; testing
brands at the same level goodwill is allocated is consistent year on year. Prior to making this change, management reconfirmed each
of the brands, which relate to the Group’s luxury and lifestyle portfolio, have indefinite lives and continue to form an integral part of the
Group’s strategy. Under the prior methodology, the CGU with the smallest headroom was Americas Managed; impairment tests were
performed using the prior methodology (i.e. with no aggregation of CGUs) using the Base Case scenario (see below) and the Downside
Case scenario (see page 133). No impairment arose under either scenario.
The table below summarises the movements in the carrying value of goodwill and brands and the final allocation for impairment testing
purposes as at 31 December 2020.
Goodwill and brands
Americas Managed
Americas Franchised
Americas (group of CGUs)
EMEAA – Europe Managed
EMEAA – Europe Franchised
EMEAA – rest of region
EMEAA (group of CGUs)
Greater China
Goodwill and brands
Americas Managed
Americas Franchised
EMEAA – Europe Managed
EMEAA – Europe Franchised
EMEAA – rest of region
Greater China
UK portfolio
Unallocated
At
1 January
2020
$m
Additions
$m
Reallocation
$m
Exchange
differences
$m
Impairment
$m
At
31 December
2020
$m
384
37
–
94
10
228
–
25
778
–
–
–
–
–
–
–
–
–
(384)
(37)
421
(94)
(10)
(228)
332
–
–
–
–
–
–
–
–
7
–
7
–
–
–
–
–
–
–
–
–
–
–
421
–
–
–
339
25
785
At
1 January
2019
$m
Additions
$m
Reallocation
$m
Exchange
differences
$m
Impairment
$m
At
31 December
2019
$m
272
37
42
10
136
18
–
48
563
112
–
52
–
92
7
–
–
263
–
–
–
–
–
–
49
(49)
–
–
–
–
–
–
–
–
1
1
–
–
–
–
–
–
(49)
–
(49)
384
37
94
10
228
25
–
–
778
Impairment testing of goodwill and brands (excluding the UK portfolio)
The recoverable amounts of the CGUs, or groups of CGUs, have been determined from value in use calculations. The key assumption is
RevPAR growth and the expected recovery period (see page 135). Cash flows beyond the five-year period are extrapolated using terminal
growth rates that do not exceed the average long-term growth rates for the relevant markets. A 10% contingency factor is applied to reduce
all cash flow projections before being discounted using pre-tax rates that are based on the Group’s weighted average cost of capital
adjusted to reflect the risks specific to the business model and territory of the CGU being tested.
166
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 13. Goodwill and other intangible assets continued
The weighted average terminal growth rates and pre-tax discount rates used, which are considered to be key assumptions, are as follows:
Americas
EMEAA
Greater China
Terminal
growth
rate
%
1.7
1.9
2.5
2020
Pre-tax
discount
rate
%
8.5
12.1
13.3
Terminal
growth
rate
%
1.9
2.1
2.5
2019a
Pre-tax
discount
rate
%
8.8
9.1
10.8
a Re-presented to reflect the weighted average terminal growth rates and pre-tax discount rates applied across the groups of CGUs.
The recoverable amounts of the CGUs, or groups of CGUs, exceeded their carrying value such that no impairment has arisen.
The recoverable amounts of the CGUs, or groups of CGUs, have also been calculated for the Downside Case scenario (see page 133) with
no impairment arising.
UK portfolio
For impairment testing of the UK portfolio, which is reported within the EMEAA reportable segment, each hotel is deemed to be a CGU. The
12 individual hotels are treated as a group for impairment testing of goodwill, as goodwill cannot be allocated to individual hotels other than
on an arbitrary basis. Impairment charges in 2019 and 2020 are summarised in note 6, with the key assumptions detailed on page 135.
Software
Software includes $274m relating to the development of the next-generation Guest Reservation System with Amadeus. Of this amount,
$141m relating to Phase 2 of the project is not yet being amortised as it has not been completed; the project is expected to complete and
commence amortisation in the first half of 2021. Phase 1 is being amortised over 10 years, with eight years remaining at 31 December 2020,
reflecting the Group’s experience of the long life of guest reservation systems and the initial term over which the Group is party to a
technology agreement with Amadeus.
Substantially all software additions are internally developed. Individual assets were reviewed for impairment in the year, with $4m
impairment charged to the System Fund relating to projects which are no longer expected to complete.
Management agreements
Management agreements relate to contracts recognised at fair value on acquisition. The weighted average remaining amortisation period
for all management agreements is 18 years (2019: 26 years).
2020 impairment testing of management agreements
The impairment charge of $48m relates to the Kimpton ($5m), Regent ($2m) and Six Senses ($41m) management agreement portfolios
acquired in 2015, 2018 and 2019 respectively. The key assumption is RevPAR growth (detailed on page 135). Cash flows beyond the five-year
period are extrapolated using long-term growth rates that do not exceed the average long-term growth rates for the relevant markets.
Contracts were valued at the higher of value in use and fair value less costs of disposal, using discounted cash flow techniques that
measure the present value of projected income flows. Where the recoverable amount is measured at fair value, this is categorised as a Level
3 fair value measurement.
Management agreement portfolios
Kimpton
Regent
Six Senses (open hotels)
Six Senses (pipeline)
Region
Americas
Greater China
EMEAA
Basis of recoverable amount
Value in use
Value in use
Fair value less costs of disposal
Greater China
Fair value less costs of disposal
Americas
EMEAA
Greater China
Value in use
Value in use
Value in use
Recoverable
amount
$m
4
3
–
–
1
2
–
Long-term
growth
rate
%
Pre-tax
discount
rate
%
1.7
8.4
2.0-4.6
7.0-15.9
2.0
2.0
2.0
2.0
2.0
8.9-14.7
9.9
9.8
8.9
8.5
Sensitivities relating to the Six Senses portfolio are detailed on page 136. The recoverable amount of management agreements is $10m
which is the maximum sensitivity to further impairment.
2019 impairment testing of management agreements
The 2019 impairment charge of $50m related to the Kimpton management agreement portfolio acquired in 2015 and arose from revised
expectations regarding future trading, the rate of hotel exits and the cost of retaining hotels in the portfolio. The recoverable amount was
based on value in use calculations using management fee projections based on near-term industry projected growth rates for the sector
and were discounted at a rate of 8.0%.
IHG | Annual Report and Form 20-F 2020
167
Notes to the Group Financial StatementsGroup Financial Statements Group Financial Statements
Notes to the Group Financial Statements continued
14. Property, plant and equipment
Cost
At 1 January 2019
Acquisition of businesses
Additions
Transfers to assets classified as held for sale (note 12)
Fully depreciated assets written off
Disposals
Exchange and other adjustments
At 31 December 2019
Additions
Fully depreciated assets written off
Disposals
Exchange and other adjustments
At 31 December 2020
Depreciation and impairment
At 1 January 2019
Provided
System Fund expense
Transfers to assets classified as held for sale (note 12)
Fully depreciated assets written off
Disposals
At 31 December 2019
Provided
System Fund expense
Impairment charge
System Fund impairment charge
Fully depreciated assets written off
Disposals
Exchange and other adjustments
At 31 December 2020
Net book value
At 31 December 2020
At 31 December 2019
At 1 January 2019
Fixtures,
fittings
and
equipment
$m
Land and
buildings
$m
199
1
9
–
(2)
–
–
207
2
–
(1)
–
314
1
68
(12)
(60)
(6)
2
307
28
(17)
(2)
6
Total
$m
513
2
77
(12)
(62)
(6)
2
514
30
(17)
(3)
6
208
322
530
(72)
(3)
–
–
2
–
(73)
(4)
–
(39)
–
–
1
–
(168)
(35)
(2)
9
60
4
(132)
(33)
(5)
(51)
(5)
17
1
(6)
(240)
(38)
(2)
9
62
4
(205)
(37)
(5)
(90)
(5)
17
2
(6)
(115)
(214)
(329)
93
134
127
108
175
146
201
309
273
The Group’s property, plant and equipment mainly comprises buildings and leasehold improvements on 23 hotels (2019: 26 hotels), but also
offices and computer hardware, throughout the world.
Impairment testing of property, plant and equipment
Total impairment charges of $90m were recognised in relation to property, plant and equipment in the year, in addition $5m was
recognised in the System Fund.
For impairment testing of hotel properties, each hotel is deemed to be a CGU. Covid-19 was considered as a trigger for impairment testing
for all hotel assets and impairment charges of $50m were recognised in relation to the UK portfolio and $35m relating to three premium-
branded hotels in North America, both based on value in use calculations. The key assumptions and sensitivities relating to these assets are
detailed on page 135.
Impairment charges of $3m were also recognised in relation to three development land sites held by the Group in the US which were
measured at fair value. The sites were appraised by a professional external valuer using comparable sales data. Within the fair value
hierarchy, this is categorised as a Level 3 measurement.
Impairment charges of $7m were recognised in relation to property, plant and equipment in the US corporate headquarters. The key
assumptions and sensitivities are detailed on page 136. $5m of this impairment charge was borne by the System Fund in line with existing
principles for cost allocation relating to this facility.
168
IHG | Annual Report and Form 20-F 2020
14. Property, plant and equipment continued
Net book value by operating segment
The table below analyses the net book value of the Group’s property, plant and equipment by operating segment at 31 December 2020:
Land and buildings
Fixtures, fittings and equipment
15. Leases
Right-of-use assets
Cost
At 1 January 2019
Additions and other re-measurements
Acquisition of businesses (note 11)
Transfers to assets classified as held for sale (note 12)
Terminations
Exchange and other adjustments
At 31 December 2019
Additions and other re-measurements
Derecognition
Terminations
Exchange and other adjustments
At 31 December 2020
Depreciation and impairment
At 1 January 2019
Provided
System Fund expense
Impairment charge
Transfers to assets classified as held for sale (note 12)
Terminations
Exchange and other adjustments
At 31 December 2019
Provided
System Fund expense
Impairment charge
System Fund impairment charge
Derecognition
Terminations
Exchange and other adjustments
At 31 December 2020
Net book value
At 31 December 2020
At 31 December 2019
At 1 January 2019
Americas
$m
EMEAA
$m
81
46
127
1
10
11
Greater
China
$m
–
–
–
Central
$m
11
52
63
Total
$m
93
108
201
Property
$m
Other
$m
Total
$m
792
39
25
(23)
(15)
4
822
12
(93)
(125)
1
617
(282)
(37)
(5)
(32)
8
14
(1)
(335)
(34)
(4)
(16)
(32)
44
64
(3)
5
1
–
–
(1)
–
5
1
–
(2)
–
4
(2)
(1)
–
–
–
1
–
(2)
(1)
–
–
–
–
1
–
797
40
25
(23)
(16)
4
827
13
(93)
(127)
1
621
(284)
(38)
(5)
(32)
8
15
(1)
(337)
(35)
(4)
(16)
(32)
44
65
(3)
(316)
(2)
(318)
301
487
510
2
3
3
303
490
513
The Group’s leased assets mainly comprise hotels and offices. Leases contain a wide range of different terms and conditions. The term of
property leases ranges from 1-99 years. The weighted average lease term remaining on the Group’s top eight leases (which comprise 92%
of the right-of-use asset net book value) is 53 years.
Many of the Group’s property leases contain extension or early termination options, which are used for operational flexibility. One of the
Group’s top eight leases contains a material extension option which is not included in the calculation of the lease asset and liability as the
extension would not take effect before 2031. The value of the undiscounted rental payments relating to this lease and not included in the
value of the lease asset and liability is $288m. Additionally, the Group has the option to extend the term of the InterContinental Boston lease
for two additional 20-year terms, the first of which would take effect from 2105. These extension options have not been included in the
calculation of the lease liability.
IHG | Annual Report and Form 20-F 2020
169
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
15. Leases continued
Impairment testing of right-of-use assets
For impairment testing of hotel properties, each hotel is deemed to be a CGU. The impact of Covid-19 and the recovery period on trading
was considered as a trigger for impairment testing for all hotel assets and an impairment charge of $5m was recognised relating to one
hotel in the EMEAA region, based on value in use calculations. Trading projections reflect the five-year RevPAR recovery period outlined on
page 135 and estimated future cash flows were discounted at a pre-tax rate of 8.8%.
Additionally, impairment charges of $43m were recognised in relation to the US corporate headquarters, using the assumptions described on
page 136. $32m of this impairment charge was borne by the System Fund in line with existing principles for cost allocation relating to this facility.
Other right-of-use assets were also tested for impairment with no resulting charge, the most significant of which was the InterContinental Boston,
which has non-current assets with a total carrying value of $195m. Details of the testing performed and sensitivities are contained on page 137.
Terminations
The lease of the InterContinental San Juan was terminated in 2020, resulting in a total gain of $30m (see note 6). Other terminations relate
mainly to office properties where the lease was terminated in the period.
Lease liabilities
Total lease liabilities are analysed as follows:
Currency
US dollars
Sterling
Euros
Other
Analysed as:
Current
Non-current
Amounts recognised in profit or loss
The following amounts were recognised as expense/(income) in the year:
Depreciation of right-of-use assets
System Fund depreciation of right-of-use assets
Impairment charge
System Fund impairment charge
Derecognition of right-of-use assets and lease liabilities
Gain on lease termination
Expense relating to variable lease payments
Expense relating to short-term leases and low-value assets
Income from sub-leasing right-of-use assets
Recognised in operating (loss)/profit
Interest on lease liabilities
Total recognised in the Group income statement
2020
$m
2019
$m
385
10
7
48
450
34
416
450
2020
$m
2019
$m
35
4
16
32
(22)
(30)
7
2
(1)
43
37
80
38
5
32
–
–
–
58
3
(2)
134
41
175
514
52
43
51
660
65
595
660
2018
$m
35
4
–
–
–
–
48
3
(2)
88
39
127
Amounts recognised in the Group statement of cash flows
Total cash paid during the year relating to leases of $104m (2019: $159m, 2018: $132m) comprises $39m (2019: $100m, 2018: $97m) paid in
respect of operating activities and $65m (2019: $59m, 2018: $35m) paid in respect of financing activities.
Variable lease payments
Variable lease payments are payable under certain of the Group’s hotel leases and arise where the Group is committed to making additional
lease payments that are contingent on the performance of the hotels.
Variable lease payments relating to the UK portfolio and two German hotels are discussed in note 6.
Exposure to future cash outflows
At 31 December 2020, the Group was committed to future cash outflows of $nil (2019: $3m) relating to leases that have not yet
commenced. A lease liability is recorded when the leased assets are available for use by the Group.
The maturity analysis of lease liabilities is disclosed in note 24.
The undiscounted future cash flows receivable from subleased properties amount to $2m (2019: $3m, 2018: $3m).
170
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 16. Investment in associates and joint ventures
Cost
At 1 January
Additions
Share of (losses)/gains
System Fund share of losses
Dividends and distributions
Exchange and other
At 31 December
Impairment
At 1 January
Charge for the yeara
Exchange and other
At 31 December
Net book value
2020
$m
145
17
(14)
(1)
(7)
(4)
136
(35)
(23)
3
(55)
81
2019
$m
140
14
(3)
–
(7)
1
145
(36)
–
1
(35)
110
a In note 6 the $23m impairment charge is presented net of $4m gain on related put option.
Barclay associate
The Group held one material associate investment at 31 December 2020, a 19.9% interest in 111 East 48th Street Holdings, LLC (the ‘Barclay
associate’) which owns InterContinental New York Barclay, a hotel managed by the Group. The investment is classified as an associate and
equity accounted. Whilst the Group has the ability to exercise significant influence through certain decision rights, approval rights relating
to the hotel’s operating and capital budgets rest solely with the 80.1% majority member. The Group’s ability to receive cash dividends is
dependent on the hotel generating sufficient income to satisfy specified owner returns.
Due to the significant trading impact of Covid-19 and resulting restrictions in New York, the hotel was closed for most of 2020 and does not
expect to reopen until Spring 2021. The 2021 closure period and the significant impact on RevPAR during the recovery period is considered
to affect the hotel valuation, hence impairment testing was performed on the Barclay associate, resulting in an impairment charge of $13m.
There is also a related put option which was valued at $4m. Details of the put option, impairment testing performed and sensitivities are
contained on page 136.
Summarised financial information in respect of the Barclay associate is set out below:
31 December
Non-current assets
Current assets
Current liabilities
Non-current liabilities
Net assets
Group share of reported net assets at 19.9%
Adjustments to reflect impairment, capitalised costs, and additional rights and obligations
under the shareholder agreement
Carrying amount
Year ended 31 December
Revenue
Loss from continuing operations and total comprehensive loss for the year
Group’s share of loss for the year, including the cost of funding owner returns
2020
$m
497
32
(19)
(247)
263
52
(9)
43
2020
$m
16
(52)
(13)
2019
$m
515
75
(22)
(323)
245
49
4
53
2019
$m
108
(17)
(10)
IHG | Annual Report and Form 20-F 2020
171
Notes to the Group Financial StatementsGroup Financial Statements
Notes to the Group Financial Statements continued
16. Investment in associates and joint ventures continued
Other associates and joint ventures
The summarised aggregated financial information for individually immaterial associates and joint ventures is set out below. These are mainly
investments in entities that own hotels which the Group manages.
Associates
Joint ventures
2020
$m
2019
$m
2018
$m
2020
$m
2019
$m
2018
$m
2020
$m
2019
$m
Total
2018
$m
Share of (losses)/gains
(Losses)/profits from continuing
operations and total comprehensive
(loss)/profit for the year
(3)
7
2
2
–
5
(1)
7
7
Impairment testing was performed on other associate investments containing hotel assets using management forecasts covering a
five-year period, as detailed on page 135. This resulted in impairment of two associates, both in the Americas region, by a total of $8m.
Estimated future cash flows were discounted at pre-tax rates of 12.0% and 8.4%, resulting in recoverable amounts of $1m and $4m
respectively.
A further associate with a value of $5m at 31 December 2019 was liquidated in 2020. A final dividend of $3m was received and the
remaining investment of $2m was impaired to $nil; the charge is recognised within Central costs.
During 2018, the Group received a distribution of $32m from a joint venture following the sale of the hotel owned by the joint venture.
A further $2m was received in 2020 on liquidation of the joint venture.
2020
$m
–
88
88
9
3
15
43
3
73
8
2019
$m
8
125
133
25
11
16
41
5
98
57
169
288
1
168
169
4
284
288
17. Other financial assets
Equity securities:
Equity shares quoted on an active market
Other equity shares
Restricted funds:
Shortfall reserve deposit
Ring-fenced amounts to satisfy insurance claims:
Cash
Money market funds
Bank accounts pledged as security
Other
Trade deposits and loans
Analysed as:
Current
Non-current
172
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 17. Other financial assets continued
Equity securities
Equity securities are measured at fair value through other comprehensive income and mainly comprise strategic investments in entities that
own hotels which the Group manages. The methodology to calculate fair value and the sensitivities to the relevant significant unobservable
inputs are detailed in note 25. The fair value of the most significant investments at 31 December 2020 together with the dividend income
received in 2020 is as follows:
Investment in entity which owns:
InterContinental The Willard Washington DC
InterContinental San Francisco
InterContinental Grand Stanford Hong Kong
a Reported within ‘other operating income’ in the Group income statement.
2020
Dividend
incomea
$m
Fair value
$m
22
15
27
–
1
–
Restricted funds
The shortfall reserve deposit is held for the specific purpose of funding shortfalls in owner returns relating to the Barclay associate.
The calculation of shortfalls is subject to 'force majeure' clauses which include epidemics. Any shortfalls funded are subject to potential
clawback in future years. The maximum length of time for which the restricted funds will be held is the life of the hotel management
agreement. $16m was withdrawn from the deposit during the current year in connection with the refinancing of the hotel’s senior bank
loan and to fund working capital requirements.
Amounts ring-fenced to satisfy insurance claims are principally held in the Group’s Captive, which is a regulated entity (see note 21).
The bank accounts pledged as security (£31m) are subject to a charge in favour of the members of the UK unfunded pension arrangement
(see note 27). The amounts pledged as security may change in future years subject to the trustees’ agreement and updated actuarial
valuations. The bank accounts will continue to be pledged as security until the date at which the UK unfunded pension liabilities have
been fully discharged, unless otherwise agreed with the trustees.
Trade deposits and loans
In 2019, trade deposits and loans included a discounted value related to deposits made to SVC. The deposits ($33m) were impaired in full in
the year (see page 137) and the contracts were subsequently terminated on 30 November 2020.
Expected credit losses
Other financial assets with a total value of $66m (2019: $136m) are subject to the expected credit loss model requirements of IFRS 9.
Equity securities, money market funds and other amounts measured at fair value are excluded. With the exception of the expected credit
loss arising on trade deposits and loans (see below), expected credit losses are considered to be immaterial. Included within trade deposits
and loans is an owner loan with a principal value of $6m where repayments due in 2020 have not been received; this loan was impaired in
full in the year. Other trade deposits and loans are not past due.
Trade deposits and loans:
Gross and net balance with no significant increase in credit risk since initial recognition
Gross balance with a significant increase in credit risk since initial recognition
Provision for lifetime expected credit lossesa
a Comprises $6m and $9m relating to the Americas and EMEAA regions respectively.
2020
$m
2019
$m
4
19
(15)
54
–
–
Credit risk
Restricted funds are held with bank counterparties which are rated at least A+ based on Standard and Poor’s ratings.
The maximum exposure to credit risk of other financial assets at the end of the reporting period by geographic region is as follows:
Americas
EMEAA
Greater China
2020
$m
72
64
33
169
2019
$m
169
81
38
288
IHG | Annual Report and Form 20-F 2020
173
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
18. Trade and other receivables
Trade receivablesa
Other receivables
Prepayments
a Including cost reimbursements of $26m (2019: $67m).
2020
$m
309
129
76
514
2019
$m
515
37
114
666
Trade and other receivables are held at amortised cost. Trade receivables are non-interest-bearing and are generally on payment terms
of up to 30 days. The fair value of trade and other receivables approximates their carrying value.
Other receivables includes $77m relating to the UK portfolio rent. The Group has deferred rent payments due since 1 April 2020 (other than
payments of ground rent) with consideration given to the UK Government and other commercial tenant protection measures which are in
place up to 31 March 2021. A final rent reconciliation is expected in mid-2021, at which point no further rent will be payable and any rent paid
in relation to 2020 will be recoverable from the landlord. $65m has been recognised within trade and other payables in relation to the rents
due under the leases at 31 December, with the receivable balance reflecting the recovery of both amounts due and amounts paid in 2020.
Expected credit losses
The impairment charge in respect of trade receivables was $40m (2019: $8m). This amount and $48m relating to trade deposits and loans
(see note 17) comprise the total impairment loss on financial assets in the Group income statement. A further impairment charge of $24m
was recognised within System Fund expenses (2019: $12m).
In the Group's interim financial statements as at 30 June 2020, exceptional items included an impairment of trade receivables of $22m
which had been determined to be directly as a result of Covid-19. The subsequent improvement in cash collection and the considerations
required to identify whether subsequent expected credit losses over the extended period of the pandemic are due to Covid-19 have
resulted in none of the full year $40m impairment of trade receivables being presented within exceptional items.
Expected credit losses were calculated as follows:
• By applying the Group’s historical policy for estimating the expected credit loss provision, supported by the Group’s prior experience; and
• By identifying hotel owners subject to payment plans or identified as distressed and applying a percentage provision to all
outstanding receivables.
The net balances presented in the table below could result in additional credit losses if they are ultimately found to be uncollectible.
The ageing of trade receivables at the end of the reporting period is shown below; the ageing reflects the initial terms under the invoice
rather than the revised terms where payment flexibility has been provided to owners. Expected credit losses relating to other receivables
are immaterial.
Not past due
Past due 1 to 30 days
Past due 31 to 90 days
Past due more than 90 days
Past due more than 180 days
Gross
$m
153
59
61
40
74
387
Credit loss
allowance
$m
(1)
(2)
(6)
(7)
(62)
(78)
2020
Net
$m
152
57
55
33
12
Gross
$m
363
74
56
35
5
309
533
Credit loss
allowance
$m
(3)
(3)
(5)
(7)
–
(18)
The credit risk relating to balances not past due is not deemed to be significant.
The movement in the allowance for expected lifetime credit losses of trade receivables during the year is as follows:
At 1 January
Adjustment arising on adoption of IFRS 9a
Impairment loss
System Fund impairment loss
Amounts written off
Exchange and other adjustments
At 31 December
a IFRS 9 was applied from 1 January 2018. Under the transition method chosen, comparative information was not restated.
2020
$m
2019
$m
(18)
–
(40)
(24)
7
(3)
(78)
(11)
–
(8)
(12)
14
(1)
(18)
2019
Net
$m
360
71
51
28
5
515
2018
$m
(77)
67
(17)
(11)
26
1
(11)
174
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 18. Trade and other receivables continued
Credit risk
The Group trades only with recognised, creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit
terms are subject to credit verification procedures.
The maximum exposure to credit risk for trade and other receivables, excluding prepayments, at the end of the reporting period by
geographic region is as follows:
Americas
EMEAA
Greater China
19. Cash and cash equivalents
Cash at bank and in hand
Short-term deposits
Money market funds
Repurchase agreements
Cash and cash equivalents as recorded in the Group statement of financial position
Bank overdrafts (note 22)
Cash and cash equivalents as recorded in the Group statement of cash flows
2020
$m
212
183
43
438
2020
$m
104
358
892
321
1,675
(51)
1,624
2019
$m
359
141
52
552
2019
$m
160
–
35
–
195
(87)
108
Cash at bank and in hand includes bank balances of $55m (2019: $95m) which are matched by bank overdrafts of $51m (2019: $87m)
under the Group’s cash pooling arrangements. Under these arrangements, each pool contains a number of bank accounts with the same
financial institution and the Group pays interest on net overdraft balances within each pool. The cash pools are used for day-to-day cash
management purposes and are managed as closely as possible to a zero balance on a net basis for each pool. Overseas subsidiaries are
typically in a cash-positive position with the matching overdrafts held by the Group’s central treasury company in the UK. Accordingly,
bank overdrafts are included within cash and cash equivalents for the purposes of the cash flow statement.
Short-term deposits, money market funds and repurchase agreements are highly liquid investments with an original maturity of three
months or less.
At 31 December 2020, $5m (2019: $6m) is restricted for use on capital expenditure under hotel lease agreements and therefore not
available for wider use by the Group. An additional $44m (2019: $16m) is held within countries from which funds are not currently able
to be repatriated to the Group’s central treasury company.
Details of the credit risk on cash and cash equivalents is included in note 24.
20. Trade and other payables
Current
Trade payables
Other tax and social security payable
Other payables
Deferred purchase consideration (note 25)
Contingent purchase consideration (note 25)
Accruals
Non-current
Other payables
Deferred purchase consideration (note 25)
Contingent purchase consideration (note 25)
Other payables includes $65m relating to the UK portfolio rent (see note 18).
2020
$m
80
37
146
13
–
190
466
4
11
79
94
2019
$m
90
42
97
–
1
338
568
3
23
90
116
IHG | Annual Report and Form 20-F 2020
175
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
21. Provisions
At 1 January 2019
Provided, of which $28m is recorded within exceptional items
Utilised
At 31 December 2019
Reclassification from trade and other payables
Provided, of which $10m is recorded within exceptional items
Utilised
Released, of which $9m is recorded within exceptional items
Exchange adjustments
At 31 December 2020
Analysed as:
Current
Non-current
Litigation
$m
Insurance
reserves
$m
Onerous
contractual
expenditure
(note 6)
$m
Other
$m
Total
$m
2
30
–
32
2
7
(20)
(9)
–
12
25
13
(8)
30
–
13
(7)
–
–
36
–
–
–
–
–
10
(3)
–
1
8
–
–
–
–
–
4
–
–
–
4
2020
$m
16
44
60
27
43
(8)
62
2
34
(30)
(9)
1
60
2019
$m
40
22
62
Litigation
The litigation provision is principally related to management’s best estimate of settlements required in respect of lawsuits filed against the
Group in the Americas region. The Group expects the provision to be principally utilised within 12 months. There are certain claims that the
Group will be able to pursue in relation to these matters, although it is not practicable to quantify the amounts at this point in time.
In 2019, amounts were provided primarily representing management’s best estimate of settlement in respect of a lawsuit filed against the
Group in the Americas region, together with the cost of an arbitration award against the Group in the EMEAA region. The amounts utilised
in 2020 principally reflect the final resolution of these matters.
The amount released in the year principally relates to the lawsuit within the Americas region (see above) as the Group was able to enforce
certain indemnities such that the Group did not have to settle the full amount which had been provided.
Insurance reserves
The Group self-insures certain risks relating to its corporate operations and owned and leased properties, and also acts as third-party
insurer for certain risks of its managed hotels. The insurance reserves held mainly relate to general liability, workers compensation, US
medical and employment practices liability insurances. The amounts are based on reserves held principally in the Group’s Captive
insurance company, and are established using independent actuarial assessments wherever possible, or a reasonable assessment based on
past claims experience.
Over and above the actuarially determined reserves, the Group is potentially exposed to claims with individual caps which do not exceed
$4m for periods prior to 2011 and up to $40m in aggregate for periods since 2011, noting that actual claims did not differ significantly to
estimates in 2020 or 2019.
Amounts utilised within the reserves are paid to a third-party insurer for subsequent settlement with the claimant. In order to protect the
third-party insurer against the solvency risk of the Captive, the Group has outstanding letters of credit (see note 31).
In respect of the managed hotels, the Group received insurance premiums of $19m (2019: $19m, 2018: $11m) and incurred claims expense
of $16m (2019: $18m, 2018: $10m). Insurance premiums earned are included in Central revenue.
Other
Includes dilapidations provisions and is expected to be utilised over a two to three-year period.
176
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 22. Loans and other borrowings
Unsecured bank loans
£173m 3.875% bonds 2022
€500m 1.625% bonds 2024
£300m 3.75% bonds 2025
£350m 2.125% bonds 2026
€500m 2.125% bonds 2027
£400m 3.375% bonds 2028
Commercial paper
Bank overdrafts
Total loans and other borrowings
Denominated in the following currencies:
Sterling
US dollars
Euros
Other
Current
$m
Non-current
$m
–
–
–
–
–
–
–
818
818
51
869
–
235
611
413
479
618
542
–
2,898
–
2,898
2020
Total
$m
–
235
611
413
479
618
542
818
3,716
51
3,767
821
1,669
2,490
31
13
4
–
1,229
–
31
1,242
4
869
2,898
3,767
Current
$m
Non-current
$m
2019
Total
$m
125
528
–
399
462
564
–
–
2,078
87
2,165
125
528
–
399
462
564
–
–
2,078
–
2,078
1,389
1,391
125
564
–
207
565
2
2,078
2,165
–
–
–
–
–
–
–
–
–
87
87
2
82
1
2
87
Unsecured bank loans
Unsecured bank loans are borrowings under the Group’s Syndicated and Bilateral Facilities. Amounts are classified as non-current when the
facilities have more than 12 months to expiry.
The Syndicated Facility comprises a $1,275m revolving credit facility and the Bilateral Facility comprises a $75m revolving credit facility.
During 2020, the maturities of both facilities have been extended for 18 months to September 2023. The covenant tests have been waived
or amended as detailed in note 24.
The Bilateral Facility contains the same terms and covenants as the Syndicated Facility (see note 24).
A variable rate of interest is payable on amounts drawn under both facilities, which were undrawn at 31 December 2020. The maximum
amount drawn under the combined facilities during the year was $690m (2019: $475m).
£173m 3.875% bonds 2022
£400m 3.875% fixed interest sterling bonds were issued on 28 November 2012. On 8 October 2020 £227m were repurchased at 104.4% of
face value. The premium on repayment and associated write-off of fees and discount totalling $14m are classified as exceptional costs due
to their size and nature (see note 6). The remaining bonds are repayable in full on 28 November 2022. Interest is payable annually on 28
November. The bonds were initially priced at 98.787% of face value and are unsecured.
€500m 1.625% bonds 2024
The 1.625% fixed interest euro bonds were issued on 8 October 2020 and are repayable in full on 8 October 2024. Interest is payable
annually on 8 October. The bonds were initially priced at 99.563% of face value and are unsecured. Currency swaps were transacted at the
same time the bonds were issued in order to swap the proceeds and interest flows into sterling (see note 24).
£300m 3.75% bonds 2025
The 3.75% fixed interest sterling bonds were issued on 14 August 2015 and are repayable in full on 14 August 2025. Interest is payable
annually on 14 August. The bonds were initially priced at 99.014% of face value and are unsecured.
£350m 2.125% bonds 2026
The 2.125% fixed interest sterling bonds were issued on 24 August 2016 and are repayable in full on 24 August 2026. Interest is payable
annually on 24 August. The bonds were initially priced at 99.45% of face value and are unsecured.
€500m 2.125% bonds 2027
The 2.125% fixed interest euro bonds were issued on 15 November 2018 and are repayable in full on 15 May 2027. Interest is payable annually
on 15 May. The bonds were initially priced at 99.53% of face value and are unsecured. Currency swaps were transacted at the same time the
bonds were issued in order to swap the proceeds and interest flows into sterling (see note 24).
£400m 3.375% bonds 2028
The 3.375% fixed interest sterling bonds were issued on 8 October 2020 and are repayable in full on 8 October 2028. Interest is payable
annually on 8 October. The bonds were initially priced at 98.966% of face value and are unsecured.
Commercial paper
The Group issued £600m under the UK Government’s Covid Corporate Financing Facility (‘CCFF’), maturing on 16 March 2021. The paper
was priced at 99.556% of face value and is unsecured.
Bank overdrafts
Bank overdrafts are matched by equivalent amounts of cash and cash equivalents under the Group’s cash pooling arrangements (see note 19).
IHG | Annual Report and Form 20-F 2020
177
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
22. Loans and other borrowings continued
Facilities provided by banks
Committed
Uncommitted
Expiry of unutilised facilities
Within one year
After two but before five years
Utilised
$m
Unutilised
$m
–
–
–
1,350
50
1,400
2020
Total
$m
1,350
50
1,400
Utilised
$m
Unutilised
$m
125
–
125
1,225
54
1,279
2020
$m
50
1,350
1,400
2019
Total
$m
1,350
54
1,404
2019
$m
54
1,225
1,279
Utilised facilities are calculated based on actual drawings and may not agree to the carrying value of loans held at amortised cost.
23. Net debt
Cash and cash equivalents
Loans and other borrowings – current
Lease liabilities
– current
– non-current
– non-current
– classified as held for sale (note 12)
Derivative financial instruments hedging debt values (note 24)
Net debt
Movement in net debt
Net increase/(decrease) in cash and cash equivalents, net of overdrafts
Add back financing cash flows in respect of other components of net debt:
Principal element of lease payments
Issue of long-term bonds, including effect of currency swaps
Issue of commercial paper
Repayment of long-term bonds
Decrease/(increase) in other borrowings
Decrease/(increase) in net debt arising from cash flows
Other movements:
Lease liabilities
Increase in accrued interest
Acquisitions and disposals
Exchange and other adjustments
Decrease/(increase) in net debt
Net debt at beginning of the year
Net debt at end of the year
2020
$m
1,675
(869)
2019
$m
195
(87)
(2,898)
(2,078)
(34)
(416)
–
13
(65)
(595)
(20)
(15)
(2,529)
(2,665)
1,430
(500)
65
(1,093)
(738)
290
125
79
144
(5)
19
(101)
136
(2,665)
(2,529)
59
–
–
–
(127)
(568)
(43)
(7)
(25)
(57)
(700)
(1,965)
(2,665)
Information concerning Non-GAAP measures can be found in the Strategic Report on pages 47 to 51.
Net debt on a frozen GAAP basis as calculated for bank covenants was $2,375m (2019: $2,241m). Further details are provided on page 181.
178
IHG | Annual Report and Form 20-F 2020
Group Financial Statements
23. Net debt continued
Loans and other borrowings (excluding bank overdrafts), lease liabilities, and currency swaps comprise the liabilities included in the
financing activities section of the Group statement of cash flows and their movements are analysed as follows:
At 1 January
2020
$m
Financing
cash flows
$m
Exchange
adjustments
$m
Unsecured bank loans
Lease liabilities
£173m 3.875% bonds 2022
€500m 1.625% bonds 2024
£300m 3.75% bonds 2025
£350m 2.125% bonds 2026
€500m 2.125% bonds 2027
£400m 3.375% bonds 2028
Commercial paper
Currency swaps (exchange of principal)
Currency swaps (initial fee received)
125
680
528
–
399
462
564
–
–
2,758
20
–
(125)
(65)
(290)
585
–
–
–
511
738
1,354
(3)
3
a Includes $90m lease termination relating to InterContinental San Juan (see note 6).
2,778
1,354
–
(2)
–
26
13
16
53
29
78
213
–
–
213
Disposal
$m
–
(19)
–
–
–
–
–
–
–
(19)
–
–
(19)
Unsecured bank loans
Lease liabilities
£400m 3.875% bonds 2022
£300m 3.75% bonds 2025
£350m 2.125% bonds 2026
€500m 2.125% bonds 2027
Currency swaps
At 1 January
2019
$m
Financing
cash flows
$m
Exchange
adjustments
$m
Acquisition
of businesses
$m
–
670
509
385
447
569
2,580
(7)
2,573
127
(59)
–
–
–
–
68
–
68
(2)
1
18
13
15
(12)
33
–
33
–
25
–
–
–
–
25
–
25
Othera
$m
–
(144)
(3)
–
1
1
1
2
2
(140)
–
(3)
(143)
Other
$m
–
43
1
1
–
7
52
27
79
At 31 December
2020
$m
–
450
235
611
413
479
618
542
818
4,166
17
–
4,183
At 31 December
2019
$m
125
680
528
399
462
564
2,758
20
2,778
24. Financial risk management and derivative financial instruments
Overview
The Group is exposed to financial risks that arise in relation to underlying business activities. These risks include: market risk, liquidity risk,
credit risk and capital risk. There are Board approved policies in place to manage these risks. Treasury activities to manage these risks may
include money market investments, repurchase agreements, spot and forward foreign exchange instruments, currency swaps, interest rate
swaps and forward rate agreements.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises: foreign exchange risk and interest rate risk. Financial instruments affected by market risk include loans and other
borrowings, cash and cash equivalents, debt and equity investments and derivatives.
Foreign exchange risk
The US dollar is the predominant currency of the Group’s revenue and cash flows. Movements in foreign exchange rates can affect the
Group’s reported profit or loss, net liabilities and its interest cover. The most significant exposures of the Group are in currencies that are
freely convertible. The Group’s reported debt has an exposure to borrowings held in sterling and euros. The Group holds its bond debt in
sterling which is the primary currency of shareholder returns. US dollars are also borrowed to reflect the predominant trading currency and
act as a net investment hedge of US dollar denominated assets.
The Group transacted currency swaps at the same time as the €500m 2.125% 2027 and €500m 1.625% 2024 bonds were issued in
November 2018 and October 2020 in order to swap the bonds’ proceeds and interest flows into sterling (see page 180).
From time to time, the Group hedges a portion of forecast foreign currency income by taking out forward exchange contracts. There were
no such contracts in place at either 31 December 2020 or 31 December 2019.
Interest rate risk
The Group is exposed to interest rate risk in relation to its fixed and floating rate borrowings. The Group’s policy requires a minimum of 50%
fixed rate debt over the next 12 months. With the exception of overdrafts, 100% of borrowings were fixed rate debt at 31 December 2020
(2019: 94%).
If required, the Group uses interest rate swaps to manage interest rate risk. The Group designates interest rate swaps as cash flow hedges.
No interest rate swaps were used to manage interest rate exposure during 2020, 2019, or 2018.
IHG | Annual Report and Form 20-F 2020
179
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
24. Financial risk management and derivative financial instruments continued
Derivative financial instruments
Derivatives are recorded in the Group statement of financial position at fair value (see note 25) as follows:
Description
Put option
Currency swaps
Hedge relationship
None
Cash flow hedge
Short-dated foreign exchange swaps
Net investment hedge
Analysed as:
Non-current assets
Current assets
Non-current liabilities
2020
$m
4
(17)
–
(13)
5
–
(18)
(13)
2019
$m
–
(20)
1
(19)
–
1
(20)
(19)
The carrying amount of currency swaps of $(17)m (2019: $(20)m) comprises $13m gain (2019: $15m loss) relating to exchange movements
on the underlying principal, included within net debt (see note 23), and $30m loss (2019: $5m loss) relating to other fair value movements.
Details of the credit risk on derivative financial instruments are included on page 183.
Cash flow hedges
Currency swaps have been transacted to swap the proceeds from the euro bonds to sterling as follows:
Date of designation
Pay leg
Interest rate Receive leg
Interest rate Maturity
Risk
Hedge type
Hedged item
November 2018
£436m 3.5%
October 2020
£454m 2.7%
€500m
€500m
2.125%
1.625%
May 2027
Foreign exchange
Cash flow
€500m 2.125% bonds 2027
October 2024 Foreign exchange
Cash flow
€500m 1.625% bonds 2024
Hedge ineffectiveness arises where the cumulative changes in the fair value of the swaps exceed the change in the fair value of the bonds.
The change in the fair value of hedging instruments used to measure hedge ineffectiveness in the period mirrors that of the hypothetical
derivative (hedged item) and was $7m (2019: $30m).
Hedge ineffectiveness may occur due to any opening fair value of the hedging instrument, or a change in the credit risk of the Group or
counterparty. There was no ineffectiveness in 2020 or 2019.
Amounts recognised in the cash flow hedging reserve are analysed in note 29.
Net investment hedges
The Group designates the following as net investment hedges of its foreign operations, being the net assets of certain Group subsidiaries
with a US dollar functional currency:
• Borrowings under the Syndicated and Bilateral Facilities; and
• Short-dated foreign exchange swaps.
The designated risk is the spot foreign exchange risk and interest on these financial instruments is taken through financial income or expense.
Short-dated foreign exchange swaps are used to manage sterling surplus cash and reduce US dollar borrowings whilst maintaining
operational flexibility. The maximum amount held during the year as net investment hedges and tested for effectiveness at calendar quarter
ends were short-dated foreign exchange swaps with principals of $nil (2019: $100m).
There is an economic relationship between the hedged item and the hedging instrument as the net investment creates a foreign exchange
risk that will match the foreign exchange risk on the US dollar borrowing. The Group has established a hedge ratio of 1:1 as the underlying
risk of the hedging instrument is identical to the hedged risk component.
The change in value of hedging instruments recognised in the currency translation reserve through other comprehensive income was $1m
loss (2019: $2m loss). There was no ineffectiveness recognised in the Group income statement during the current or prior year.
180
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 24. Financial risk management and derivative financial instruments continued
Interest and foreign exchange risk sensitivities
The following table shows the impact of a general strengthening in the US dollar against sterling and euro on the Group’s (loss)/profit before
tax and net liabilities, and the impact of a rise in US dollar, euro and sterling interest rates on the Group’s (loss)/profit before tax. The impact
of the strengthening in the euro against sterling on net liabilities is also shown, as this impacts the fair value of the currency swaps.
Increase/(decrease) in profit before tax
Sterling: US dollar exchange rate
Euro: US dollar exchange rate
US dollar interest rates
Sterling interest rates
Decrease/(increase) in net liabilities
Sterling: US dollar exchange rate
Euro: US dollar exchange rate
Sterling: euro exchange rate
5¢ fall
5¢ fall
1% increase
1% increase
5¢ fall
5¢ fall
5¢ fall
2020
$m
5.9
0.3
2.2
12.9
30.2
50.6
68.2
2019
$m
4.0
(2.6)
(1.6)
0.6
39.9
24.1
33.0
2018
$m
4.1
(2.4)
(0.9)
5.5
25.9
23.8
31.9
In 2020, interest rate sensitivity relates to cash balances and would only be realised to the extent deposit rates increase by 1%.
Interest rate sensitivities include the impact of hedging and are calculated based on the year-end net debt position.
Liquidity risk
Group policy ensures sufficient liquidity is maintained to meet all foreseeable medium-term cash requirements and provide headroom
against unforeseen obligations. The Group has taken steps to strengthen its liquidity in the year (see page 133).
Cash and cash equivalents are held in short-term deposits, repurchase agreements, and cash funds which allow daily withdrawals of cash.
Most of the Group’s funds are held in the UK or US, although $44m (2019: $16m) is held in countries where repatriation is restricted
(see note 19).
Medium and long-term borrowing requirements are met through committed bank facilities and bonds as detailed in note 22. Short-term
borrowing requirements may be met from drawings under uncommitted overdrafts and facilities, and are currently met by commercial
paper issued under the CCFF.
The Syndicated and Bilateral Facilities contain two financial covenants: interest cover and a leverage ratio. Covenants are monitored
on a ‘frozen GAAP’ basis excluding the impact of IFRS 16 and are tested at half year and full year on a trailing 12-month basis.
The interest cover covenant requires a ratio of Covenant EBITDA:Covenant interest payable above 3.5:1 and the leverage ratio requires
Covenant net debt:Covenant EBITDA of below 3.5:1. Covenant EBITDA is calculated (on a frozen GAAP basis) as operating profit before
exceptional items, depreciation and amortisation and System Fund revenues and expenses.
These covenants have been waived from 30 June 2020 through 31 December 2021 and have been relaxed for test dates in 2022.
A minimum liquidity covenant of $400m has been introduced which will be tested at each test date up to and including 31 December 2022.
For covenant purposes, liquidity is defined as unrestricted cash and cash equivalents (net of bank overdrafts) plus undrawn facilities with
a remaining term of at least six months.
Amended covenant test levels for Syndicated and Bilateral Facilities
Leverage
Interest cover
Liquidity
30 June
2020 to 31
December
2021
2019
and prior
30 June
2022
31
December
2022
<3.5x
>3.5x
n/a
waived
waived
<7.5x
>1.5x
<6.5x
>2.0x
$400m
$400m
$400m
30 June
2023
<3.5x
>3.5x
n/a
The following table details performance against covenant tests. The measures used in these tests are calculated on a frozen GAAP basis and
do not align to the values reported by the Group as Non-GAAP measures:
Covenant EBITDA
Covenant net debt
Covenant interest payable
Leverage
Interest cover
Liquidity
2020
$m
272
2,375
111
8.73
2.45
2,925
2019
$m
897
2,241
99
2.50
9.06
n/a
The interest margin payable on the Syndicated and Bilateral Facilities is linked to the leverage ratio and can vary between LIBOR + 0.90%
and LIBOR + 2.75%.
IHG | Annual Report and Form 20-F 2020
181
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
24. Financial risk management and derivative financial instruments continued
The following are the undiscounted contractual cash flows of financial liabilities, including interest payments. Liabilities relating to
the Group’s deferred compensation plan are excluded; their settlement is funded entirely by the realisation of the related deferred
compensation plan investments and no net cash flow arises. The payment profile of contingent purchase consideration has been based
on management’s forecasts and could in reality be different from expectations.
3,257
3,505
Less than
1 year
$m
Between
1 and 2
years
$m
Between
2 and 5
years
$m
More than
5 years
$m
51
9
10
15
10
13
19
819
57
453
13
16
(10)
21
(13)
–
245
10
15
10
13
18
–
55
2
5
16
(10)
21
(13)
–
–
634
456
31
39
55
–
136
1
13
652
(634)
63
(39)
–
–
–
–
488
640
601
–
1
81
–
–
627
(640)
Less than
1 year
$m
Between
1 and 2
years
$m
Between
2 and 5
years
$m
More than
5 years
$m
87
125
21
15
10
12
97
567
3
(1)
20
(12)
–
–
21
15
10
12
116
1
20
–
20
(12)
–
–
548
45
29
36
193
1
19
–
61
(36)
–
–
–
411
482
597
3,451
1
120
–
627
(597)
Total
$m
51
254
654
486
539
705
693
819
457
112
684
(654)
732
(705)
Total
$m
87
125
590
486
531
657
3,857
570
162
(1)
728
(657)
31 December 2020
Non-derivative financial liabilities:
Bank overdrafts
£173m 3.875% bonds 2022
€500m 1.625% bonds 2024
£300m 3.75% bonds 2025
£350m 2.125% bonds 2026
€500m 2.125% bonds 2027
£400m 3.375% bonds 2028
Commercial paper
Lease liabilities
Trade and other payables (excluding deferred and contingent purchase consideration)
Deferred and contingent purchase consideration
Derivative financial liabilities:
Currency swaps hedging €500m 1.625% bonds 2024 outflows
Currency swaps hedging €500m 1.625% bonds 2024 inflows
Currency swaps hedging €500m 2.125% bonds 2027 outflows
Currency swaps hedging €500m 2.125% bonds 2027 inflows
31 December 2019
Non-derivative financial liabilities:
Bank overdrafts
Unsecured bank loans
£400m 3.875% bonds 2022
£300m 3.75% bonds 2025
£350m 2.125% bonds 2026
€500m 2.125% bonds 2027
Lease liabilities
Trade and other payables (excluding deferred and contingent purchase consideration)
Deferred and contingent purchase consideration
Derivative financial liabilities:
Forward foreign exchange contracts
Currency swaps hedging €500m 2.125% bonds 2027 outflows
Currency swaps hedging €500m 2.125% bonds 2027 inflows
182
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 24. Financial risk management and derivative financial instruments continued
Credit risk
Credit risk on cash and cash equivalents is minimised by operating a policy on the investment of surplus cash that generally restricts
counterparties to those with a BBB- credit rating or better or those providing adequate security. The Group uses long-term credit ratings
from Standard and Poor’s, Moody’s and Fitch Ratings as a basis for setting its counterparty limits.
In order to manage the Group’s credit risk exposure, the treasury function sets counterparty exposure limits using metrics including credit
ratings, the relative placing of credit default swap pricings, tier 1 capital and share price volatility of the relevant counterparty.
Repurchase agreements are fully collateralised investments, with a maturity of three months or less. The Group accepts only government or
supranational bonds where the lowest credit rating is AA- or better as collateral. In the event of default, ownership of these securities would
revert to the Group. The securities held as collateral are to protect against default by the counterparty.
The Group’s exposure to credit risk arises from default of the counterparty, with the maximum exposure equal to the carrying amount
of each financial asset, including derivative financial instruments. The expected credit loss on cash and cash equivalents is considered
to be immaterial.
The table below analyses the Group’s short-term deposits, money market funds and repurchase agreement collateral classified as cash and
cash equivalents at 31 December 2020 by counterparty credit rating:
Short-term deposits
Money market funds
Repurchase agreement collateral
AAA
$m
–
892
238
AA
$m
–
–
65
AA-
$m
98
–
18
A+
$m
165
–
–
A
$m
94
–
–
A-
$m
1
–
–
Total
$m
358
892
321
Capital risk management
The Group manages its capital to ensure that it will be able to continue as a going concern. The capital structure consists of net debt,
issued share capital and reserves. The structure is managed with the objective of maintaining an investment grade credit rating, to provide
ongoing returns to shareholders and to service debt obligations, whilst maintaining maximum operational flexibility. A key characteristic of
IHG’s managed and franchised business model is that it is highly cash generative, with a high return on capital employed. Surplus cash is
either reinvested in the business, used to repay debt or returned to shareholders.
The Group’s debt is monitored on the basis of a cash flow leverage ratio, being net debt divided by adjusted EBITDA. The Group has a stated
aim of maintaining this ratio at 2.5x to 3.0x. The ratio at 31 December 2020 (which differs from the ratio as calculated on a frozen GAAP basis
for covenant tests) was 7.69 (2019: 2.72).
The Group currently has a senior unsecured long-term credit rating of BBB- from Standard and Poor’s. In the event this rating was
downgraded below BBB- there would be an additional step-up coupon of 1.25% payable on the bonds which would result in additional
interest of approximately $36m per year.
IHG | Annual Report and Form 20-F 2020
183
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
25. Classification and measurement of financial instruments
Accounting classification
Financial assets
Financial assets measured at fair value through other comprehensive income:
Equity securities (note 17)
Financial assets measured at fair value through profit or loss:
Money market funds:
Cash and cash equivalents (note 19)
Other financial assets (note 17)
Other financial assets (note 17)
Derivative financial instruments (note 24)
Deferred compensation plan investments
Financial assets measured at amortised cost:
Cash and cash equivalents (note 19)
Other financial assets (note 17)
Trade and other receivables, excluding prepayments (note 18)
Financial liabilities
Financial liabilities measured at fair value through profit or loss:
Contingent purchase consideration (note 20)
Derivative financial instruments (note 24)
Deferred compensation plan liabilities
Financial liabilities measured at amortised cost:
Loans and other borrowings (note 22)
Trade and other payables, excluding deferred and contingent purchase consideration (note 20)
Deferred purchase consideration (note 20)
a Restated for deferred compensation plan investments, see page 134.
2020
$m
2019
Restateda
$m
88
133
892
15
–
5
236
1,148
783
66
438
1,287
35
16
3
1
218
273
160
136
552
848
(79)
(18)
(236)
(333)
(91)
(20)
(218)
(329)
(3,767)
(2,165)
(457)
(24)
(570)
(23)
(4,248)
(2,758)
Right of offset
Other than in relation to cash pooling arrangements (see note 19), there are no financial instruments with a significant fair value subject to
enforceable master netting arrangements and other similar agreements that are not offset in the Group statement of financial position.
184
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 25. Classification and measurement of financial instruments continued
Fair value hierarchy
The following table provides the carrying value, fair value and position in the fair value measurement hierarchy of the Group’s financial
assets and liabilities. Those measured at amortised cost are only included if their carrying amount is not a reasonable approximation
of fair value.
Carrying
value
$m
Level 1
$m
Level 2
$m
Level 3
$m
Total
$m
Carrying
value
$m
Level 1
$m
Level 2
$m
Level 3
$m
Total
$m
2020
Fair value
2019
Fair value
Assets
Equity securities
Derivative financial
instruments
Money market funds
Deferred compensation plan
investments
Trade deposits and loans
Liabilities
Derivative financial
instruments
Contingent purchase
consideration
Deferred purchase
consideration
£173m 3.875% bonds 2022
€500m 1.625% bonds 2024
£300m 3.75% bonds 2025
£350m 2.125% bonds 2026
€500m 2.125% bonds 2027
£400m 3.375% bonds 2028
Deferred compensation plan
liabilities
88
5
907
236
–
(18)
(79)
(24)
(235)
(611)
(413)
(479)
(618)
(542)
–
–
907
236
–
–
–
(26)
(248)
(630)
(448)
(489)
(650)
(603)
(236)
(236)
–
1
–
–
–
(18)
–
–
–
–
–
–
–
–
–
88
4
–
–
–
–
(79)
–
–
–
–
–
–
–
–
88
5
907
236
–
(18)
(79)
(26)
(248)
(630)
(448)
(489)
(650)
(603)
133
1
51
218
3
(20)
(91)
(23)
(528)
–
(399)
(462)
(564)
–
8
–
51
218
–
–
–
(24)
(567)
–
(435)
(465)
(601)
–
(236)
(218)
(218)
–
1
–
–
–
(20)
–
–
–
–
–
–
–
–
–
125
133
–
–
–
3
–
(91)
–
–
–
–
–
–
–
–
1
51
218
3
(20)
(91)
(24)
(567)
–
(435)
(465)
(601)
–
(218)
There were no transfers between Level 1 and Level 2 fair value measurements during the year and no transfers out of Level 3. $8m was
transferred into Level 3 relating to equity securities listed on quoted markets which are no longer active.
Valuation techniques
Money market funds, deferred compensation plan investments and bonds
The fair value of money market funds, deferred compensation plan investments and bonds is based on their quoted market price.
Unquoted equity shares
Unquoted equity securities are fair valued using a discounted cash flow model, either internally or using professional external valuers.
The significant unobservable inputs used to determine the fair value of the equity securities are RevPAR growth (based on the RevPAR
recovery assumptions detailed on page 135 or market-specific growth assumptions used by external valuers), pre-tax discount rate (which
ranged from 6.4% to 10.0%), and a non-marketability factor (which ranged from 20.0% to 30.0%). In prior years, an average price-earnings
(P/E) ratio was applied, however, due to the impact of Covid-19 P/E ratios have increased significantly, resulting in an increased level of
uncertainty in the implied valuations and therefore management’s view is that an income approach using discounted cash flows
gives a more reliable valuation.
Applying a one-year slower/faster RevPAR recovery period would result in a $6m/$8m (decrease)/increase in fair value respectively. A one
percentage point increase/(decrease) in the discount rate would result in a $12m/$16m (decrease)/increase in fair value respectively. A five
percentage point increase/(decrease) in the non-marketability factor would result in a $5m (2019: $2m) (decrease)/increase in fair value.
Derivative financial instruments
Short-dated foreign exchange swaps are fair valued using discounted future cash flows, taking into consideration exchange rates prevailing
on the last day of the reporting period and interest rates from observable swap curves. Currency swaps are measured at the present value
of future cash flows discounted back based on quoted forward exchange rates and the applicable yield curves derived from quoted interest
rates. Adjustments for credit risk use observable credit default swap spreads.
The put option over part of the Group’s investment in the Barclay associate has been valued as the excess of the amount receivable under
the option (which is based on the Group’s capital invested to date) over fair value, as calculated for impairment testing using discounted
future cash flows as described on page 136.
Deferred purchase consideration
Deferred purchase consideration arose in respect of the acquisition of Regent, and comprises the present value of $13m payable in 2021
and $13m payable in 2024. The discount rate applied is based on observable US corporate bond rates of similar term to the expected
payment dates.
IHG | Annual Report and Form 20-F 2020
185
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
25. Classification and measurement of financial instruments continued
Contingent purchase consideration
Regent $74m (2019: $66m)
Comprises the present value of the expected amounts payable on exercise of the put and call options to acquire the remaining 49%
shareholding (see note 11). The amount payable on exercise of the options is based on the annual trailing revenue of RHW in the year
preceding exercise, with a floor applied. The options are exercisable in a phased manner from 2026 to 2033. The value of the contingent
purchase consideration is subject to periodic reassessment as interest rates and RHW revenue expectations change. At 31 December 2020,
it is assumed that $39m will be paid in 2026 to acquire an additional 25% of RHW with the remaining 24% acquired in 2028 for $42m. This
assumes that the options will be exercised at the earliest permissible date which is consistent with the assumption made on acquisition.
The amount recognised is the discounted value of the total expected amount payable of $81m. The discount rate applied is based on
observable US corporate bond rates of similar term to the expected payment dates. The range of possible outcomes remains unchanged
from the date of acquisition at $81m to $261m (undiscounted).
The significant unobservable inputs used to determine the fair value of the contingent purchase consideration are the projected trailing
revenues of RHW and the date of exercising the options. If the annual trailing revenue of RHW were to exceed the floor by 10%, the amount
of the contingent purchase consideration recognised in the Group Financial Statements would increase by $7m (2019: $7m). If the date
for exercising the options is assumed to be 2033, the amount of the undiscounted contingent purchase consideration would be $86m
(2019: $86m).
UK portfolio $nil (2019: $20m)
The contingent purchase consideration comprises the present value of the above-market element of the expected lease payments to the
lessor. The above-market assessment is determined by comparing the expected lease payments as a percentage of forecast hotel operating
profit (before depreciation and rent) with market metrics, on a hotel by hotel basis. There is no floor to the amount payable and no maximum
amount. Market rents were initially determined with assistance of professional third-party advisers. The fair value is subject to periodic
reassessment as interest rates and expected lease payments change.
A fair value adjustment of $21m was recognised in the year, resulting in a reduction to the value of the liability arising mainly from a
reduction in expected future rentals payable such that there is no above-market element (see note 6). The fair value is not sensitive to
reasonably possible changes in assumptions (see page 135).
Six Senses $5m (2019: $5m)
Currently expected to be paid in 2022, upon certain conditions being met relating to a project to open a pipeline property. If the conditions
are not met, no amounts will be paid. The impact of discounting is not material.
Level 3 reconciliation
The following table reconciles the movements in the fair values of financial instruments classified as Level 3 during the year:
Other financial
assets
$m
Derivative financial
instruments
$m
Contingent purchase
consideration
$m
At 1 January 2019
Additions
Acquisition of businesses (note 11)
Disposals
Valuation gains recognised in other comprehensive income
Contingent purchase consideration paid:
Included in net cash from operating activities
Included in net cash from investing activities
Change in fair value (of which $38m is recorded within exceptional items)
Exchange and other adjustments
At 31 December 2019
Additions
Transfers into Level 3
Repayments and disposals
Valuation losses recognised in other comprehensive income
Change in fair valuea
Exchange and other adjustments
At 31 December 2020
108
8
1
(1)
12
–
–
–
–
128
5
8
(5)
(47)
–
(1)
88
–
–
–
–
–
–
–
–
–
–
–
–
–
–
4
–
4
(109)
–
(15)
–
–
6
2
27
(2)
(91)
–
–
–
–
13
(1)
(79)
a $21m fair value gain on contingent purchase consideration and $4m gain on derivative financial instruments are recognised as exceptional items in the Group income statement
(see note 6). The remaining $8m fair value loss on contingent purchase consideration relates to Regent.
186
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 26. Reconciliation of (loss)/profit for the year to cash flow from operations before contract acquisition costs
(Loss)/profit for the year
Adjustments for:
Net financial expenses
Fair value (gains)/losses on contingent purchase consideration
Tax (credit)/charge (note 8)
Depreciation and amortisation
System Fund depreciation and amortisation
Impairment loss on financial assets
System Fund impairment loss on financial assets
Other impairment charges (note 6)
System Fund other impairment charges
Other operating exceptional items (note 6)
System Fund other operating exceptional items (note 6)
Share of losses of associates and joint ventures
System Fund share of losses of associates and joint ventures
Share-based payments cost
Dividends from associates and joint ventures
Decrease in inventories
Decrease/(increase) in trade and other receivables
Increase in contract costs
Increase in deferred revenue
(Decrease)/increase in trade and other payables
Utilisation of provisions, net of charge, excluding exceptional items
Retirement benefit contributions, net of costs
Cash flows relating to exceptional items
Contract assets deduction in revenue
Other movements in contract assets
Other items
Total adjustments
Cash flow from operations before contract acquisition costs
a Amended for presentational changes, see page 134.
2020
$m
(260)
140
(13)
(20)
110
62
88
24
226
41
(4)
20
14
1
32
2
1
38
(2)
1
(69)
16
(3)
(87)
25
(7)
(4)
632
372
2019a
$m
386
115
(27)
156
116
54
8
12
131
–
55
28
3
–
42
7
–
(70)
(11)
57
(63)
7
(3)
(55)
21
(1)
–
582
968
2018a
$m
350
96
4
132
115
49
17
11
–
–
104
47
1
–
38
5
–
(71)
(3)
141
11
(6)
(12)
(137)
19
3
–
564
914
27. Retirement benefits
UK
Since 6 August 2014, UK retirement and death in service benefits are provided for eligible employees by the IHG UK Defined Contribution
Pension Plan. Members, including those who have been auto-enrolled since 1 September 2013, are provided with defined contribution
arrangements under this plan; benefits are based on each individual member’s personal account. The plan is HM Revenue & Customs
registered and governed by an independent trustee, assisted by professional advisers as and when required. The overall operation of the
plan is subject to the oversight of The Pensions Regulator.
The former defined benefit plan, the InterContinental Hotels UK Pension Plan, was wound up on 21 July 2015 following the completion of the
buy-out and transfer of the defined benefit obligations to Rothesay Life on 31 October 2014.
Residual defined benefit obligations remain in respect of additional benefits provided to members of an unfunded pension arrangement
(‘UK plan’) who were affected by lifetime or annual allowances under the former defined benefit arrangements. Accrual under this
arrangement ceased with effect from 1 July 2013 and a cash-out offer in 2014 resulted in the extinguishment of approximately 70% of the
unfunded pension obligations. The Group meets the benefit payment obligations of the remaining members as they fall due. A charge over
certain ring-fenced bank accounts totalling $43m (£31m) at 31 December 2020 (see note 17) is currently held as security on behalf of the
remaining members.
US
During 2018, the Group completed a termination of the US funded Inter-Continental Hotels Pension Plan (‘the Plan’), which involved certain
qualifying members receiving lump-sum cash-out payments of $20m with the remaining pension obligations subject to a buy-out by
Banner Life Insurance Company (‘Banner’), a subsidiary of Legal & General America, through the purchase of a group annuity contract for
$124m. Banner assumed responsibility for the payment of the Plan’s pension obligations on 12 June 2018. A further amount of $6m was
transferred to the Pension Benefit Guaranty Corporation in respect of members who it had not been possible to trace. The transactions
were funded using the assets of the Plan and a final Group contribution of $12m, $1.5m of which was subsequently returned to the Group as
a ‘mistake-in-fact’ contribution refund. The net pension settlement cost of $15m was recorded as an exceptional item in 2018.
IHG | Annual Report and Form 20-F 2020
187
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
27. Retirement benefits continued
The Group continues to maintain the unfunded Inter-Continental Hotels Non-qualified Pension Plans (‘US plans’) and unfunded Inter-
Continental Hotels Corporation Postretirement Medical, Dental, Vision and Death Benefit Plan (‘US post-retirement plan’), both of which are
defined benefit plans. Both plans are closed to new members. A Retirement Committee, comprising senior Group employees and assisted
by professional advisers as and when required, has responsibility for oversight of the plans.
Other
The Group also operates a number of smaller pension schemes outside the UK, the most significant of which is a defined contribution
scheme in the US; there is no material difference between the pension costs of, and contributions to, these schemes.
Defined benefit obligation
Fair value of plan assets
Net defined benefit liability/(asset)
At 1 January
Recognised in profit or loss
Interest expense/(income)
Exceptional item: settlement loss
Recognised in other
comprehensive income
Actuarial loss/(gain) arising from
changes in:
Demographic assumptions
Financial assumptions
Experience adjustments
Return on plan assets
Re-measurement loss/(gain)
Exchange adjustments
Other
Group contributions
Benefits paid
Settlement payments
At 31 December
Comprising:
UK unfunded plan
US unfunded plans
US unfunded post-retirement plans
2020
$m
96
2019
$m
91
3
–
3
(3)
10
1
–
8
2
10
–
(6)
–
(6)
103
31
50
22
103
3
–
3
(1)
9
(1)
–
7
1
8
–
(6)
–
(6)
96
26
48
22
96
2018
$m
250
6
14
20
–
(14)
(3)
–
(17)
(1)
(18)
–
(11)
(150)
(161)
91
24
45
22
91
2020
$m
2019
$m
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(6)
(6)
6
–
–
–
–
–
–
–
6
–
–
–
–
–
–
–
2018
$m
(152)
(2)
1
(1)
–
–
–
8
8
–
8
(16)
11
150
145
–
–
–
–
–
2020
$m
96
3
–
3
(3)
10
1
–
8
2
10
(6)
–
–
(6)
103
31
50
22
103
2019
$m
91
3
–
3
(1)
9
(1)
–
7
1
8
(6)
–
–
(6)
96
26
48
22
96
2018
$m
98
4
15
19
–
(14)
(3)
8
(9)
(1)
(10)
(16)
–
–
(16)
91
24
45
22
91
Movement in asset restriction
At 1 January
Recognised in other
comprehensive income
At 31 December
Defined benefit obligation
Fair value of plan assets
Net defined benefit liability/(asset)
2020
$m
2019
$m
2018
$m
2020
$m
2019
$m
2018
$m
2020
$m
2019
$m
2018
$m
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3
(3)
–
–
–
–
–
–
–
3
(3)
–
For the year ended 31 December 2018, the total amount of re-measurement gains and losses recorded in other comprehensive income,
including the movement in the asset restriction, was a gain of $12m.
188
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 27. Retirement benefits continued
Assumptions
The principal financial assumptions used by the actuaries to determine the defined benefit obligations are:
UK plan only:
Pension increases
Inflation rate
Discount rate:
UK plan
US plans
US post-retirement plan
US healthcare cost trend rate assumed for the next year:
Pre-65 (ultimate rate reached in 2029)
Post-65 (ultimate rate reached in 2029)
Ultimate rate that the cost rate trends to
2020
%
2019
%
2018
%
3.0
3.0
1.4
1.9
2.0
6.4
6.8
4.5
2.7
2.7
2.1
2.9
2.9
6.7
7.1
4.5
3.2
3.2
3.0
3.9
4.0
7.1
7.6
4.5
Mortality is the most significant demographic assumption. The current assumptions for the UK are based on the S3PA ‘light’ year of birth
tables with projected mortality improvements using the CMI_2019 model and a 1.25% per annum long-term trend and a smoothing
parameter (‘s-kappa’) of 7.5 with weightings of 95% and 82% for pensioners and 98% and 81% for non-pensioners, male and female
respectively. In the US, the current assumptions use rates from the Pri-2012 Mortality Study and Generationally Projected with Scale
MP-2020 mortality tables.
The assumptions used for life expectancy at retirement age are as follows:
Current pensioners at 65a
– male
Future pensioners at 65b
– male
– female
– female
2020
Years
2019
Years
24
26
25
28
24
26
25
28
UK
2018
Years
24
26
25
28
2020
Years
2019
Years
22
23
23
24
21
23
22
24
US
2018
Years
21
23
22
24
a Relates to assumptions based on longevity (in years) following retirement at the end of the reporting period.
b Relates to assumptions based on longevity (in years) relating to an employee retiring in 2040.
The assumptions allow for expected increases in longevity.
IHG | Annual Report and Form 20-F 2020
189
Notes to the Group Financial StatementsGroup Financial Statements
Notes to the Group Financial Statements continued
27. Retirement benefits continued
Sensitivities
Changes in assumptions used for determining retirement benefit costs and obligations may have an impact on the Group income statement
and the Group statement of financial position. The key assumptions are the discount rate, the rate of inflation, the assumed mortality rate
and the healthcare costs trend rate. The sensitivity analysis below relates to the benefit obligation and is based on extrapolating reasonable
changes in these assumptions, using year-end conditions and assuming no interdependency between the assumptions:
Increase/(decrease) in liabilities
Discount rate
Inflation rate
Mortality rate
Healthcare costs trend rate
Future payments
Group payments are expected to be $6m in 2021.
The estimated future benefit payments are:
Within one year
Between one and five years
More than five years
Average duration
The average duration of the pensions obligations is:
UK plan
US plans
US post-retirement plan
0.25% decrease
0.25% increase
0.25% decrease
0.25% increase
One-year increase
1% decrease
1% increase
$m
3.2
(3.2)
(1.4)
1.4
5.7
(1.6)
1.7
2019
$m
6
22
107
135
2019
Years
18.0
9.3
9.8
2020
$m
6
22
101
129
2020
Years
19.0
9.3
9.9
190
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 28. Share-based payments
Annual Performance Plan
Under the IHG Annual Performance Plan (‘APP’), eligible employees (including Executive Directors) can receive all or part of their bonus in
the form of deferred shares and/or receive one-off awards of shares. Deferred shares are released on the third anniversary of the award
date. Under the terms of awards that are referred to in this note, a fixed percentage of the award is made in the form of shares. Awards
under the APP are conditional on the participants remaining in the employment of a participating company or leaving for a qualifying reason
as per the plan rules. The award of deferred shares under the APP is at the discretion of the Remuneration Committee.
The number of shares is calculated by dividing a specific percentage of the participant’s annual performance-related award by the average
of the middle market quoted prices on the three consecutive business days following the announcement of the Group’s results for the
relevant financial year. A number of executives participated in the APP during the year and conditional rights over 138,268 (2019: 217,122,
2018: 175,944) shares were awarded to participants. In 2020, this number included 27,245 (2019: 86,126, 2018: 48,771) shares awarded as
part of recruitment terms or for one-off individual awards.
The APP plan rules were approved by shareholders at the 2014 AGM.
Long Term Incentive Plan
The Long Term Incentive Plan (‘LTIP’) allows Executive Directors and eligible employees to receive conditional share awards, which normally
have a vesting period of three years. In addition, certain awards to Executive Directors are subject to a further two-year holding period after
vesting.
Performance-related awards: Awards to the Executive Directors, and some awards to other eligible employees, are granted subject to the
achievement of performance conditions set by the Remuneration Committee, which are normally measured over the vesting period.
Restricted stock units: Awards to eligible employees are granted subject to continued employment.
Awards are normally made annually and, except in exceptional circumstances, will not exceed 3.5 times salary for eligible employees.
The LTIP provides for the grant of ‘nil cost options’ to participants as an alternative to conditional share awards. During the year, conditional
rights over 1,078,752 (2019: 826,313, 2018: 784,119) shares were awarded to employees under the plan, comprising 382,658 (2019: 286,746,
2018: 257,240) performance-related awards and 696,094 (2019: 539,567, 2018: 526,879) restricted stock units.
The LTIP plan rules were first approved by shareholders at the 2014 AGM and were most recently amended and approved by shareholders at
the 2020 AGM.
Colleague Share Plan
The Colleague Share Plan gives eligible corporate employees the opportunity to purchase shares up to an annual limit of $1,000 (or local
currency equivalent limit) or such other amount determined by the Board or its duly authorised committee. After the end of the plan year,
the participant will be awarded the right to receive one matching share for every purchased share (subject to continued employment). If the
participant holds the purchased shares until the second anniversary of the end of the plan year, the conditional right to matching shares
vests. During the year, 36,298 (2019: nil, 2018: nil) shares were purchased by participating employees. Matching shares will be awarded for
the first cycle in 2021 and will vest after 12 months.
More detailed information on the performance measures for awards to Executive Directors is shown in the Directors’ Remuneration Report
on pages 96 to 111.
IHG | Annual Report and Form 20-F 2020
191
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
28. Share-based payments continued
The Group recognised a cost of $19m (2019: $28m, 2018: $27m) in operating (loss)/profit and $nil (2019: $1m, 2018: $1m) within exceptional
administrative expenses related to equity-settled share-based payment transactions during the year, net of $11m (2019: $12m, 2018: $11m)
borne by the System Fund. The Group also recognised a cost of $2m (2019: $2m, 2018: $nil) in operating (loss)/profit related to cash-settled
share-based payment transactions.
No consideration was received in respect of ordinary shares issued under option schemes during 2020, 2019 or 2018.
The Group uses separate option pricing models and assumptions depending on the plan. The following table sets out information about
awards granted in 2020, 2019 and 2018 under the APP and LTIP. The total fair value of the Colleague Share Plan is not significant.
APP
LTIP
Binomial valuation model
Monte Carlo Simulation and
Binomial valuation model
2020
2019
2018
2020
2019
2018
Weighted average share price (pence)
3,771.0
4,597.0
4,645.0
3,450.0
4,850.0
4,774.0
Expected dividend yield
Risk-free interest rate
Volatilitya
Term (years)
n/a
n/a
n/a
3.0
3.0
3.0
1.48%
0.02%
33%
3.0
2.16%
0.72%
19%
3.0
2.27%
0.84%
25%
3.0
a The expected volatility was determined by calculating the historical volatility of the Company’s share price corresponding to the expected life of the share award.
Movements in the awards outstanding under the schemes are as follows:
APP
Number of shares
thousands
Performance-related
awards
Number of shares
thousands
LTIP
Restricted
stock units
Number of shares
thousands
Outstanding at 1 January 2018
Granted
Vested
Lapsed or cancelled
Outstanding at 31 December 2018
Granted
Vested
Share capital consolidation
Lapsed or cancelled
Outstanding at 31 December 2019
Granted
Vested
Lapsed or cancelled
Outstanding at 31 December 2020
Fair value of awards granted during the year (cents)
2020
2019
2018
Weighted average remaining contract life (years)
At 31 December 2020
At 31 December 2019
At 31 December 2018
616
176
(199)
(2)
591
217
(276)
(21)
(15)
496
138
(188)
(33)
413
4,965.9
5,888.7
6,066.2
1.0
1.1
1.0
2,393
257
(702)
(860)
1,088
287
(293)
–
(387)
695
383
(179)
(85)
814
2,473.5
4,985.6
4,748.7
1.4
1.3
0.8
916
527
–
(142)
1,301
540
(422)
–
(144)
1,275
696
(413)
(137)
1,421
4,397.5
5,862.1
5,966.0
1.3
1.2
1.2
The above awards do not vest until the performance and service conditions have been met.
The weighted average share price at the date of exercise for share awards vested during the year was 4,874.5p (2019: 4,584.8p). The closing
share price on 31 December 2020 was 4,690.0p and the range during the year was 2,385.5p to 5,223.0p.
192
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 29. Equity
Equity share capital
Allotted, called up and fully paid
At 1 January 2018 (ordinary shares of 1917⁄21p each)
Exchange adjustments
At 31 December 2018 (ordinary shares of 1917⁄21p each)
Share capital consolidation
Exchange adjustments
At 31 December 2019 (ordinary shares of 20340 ⁄399p each)
Exchange adjustments
At 31 December 2020 (ordinary shares of 20340 ⁄399p each)
Number
of shares
millions
Nominal
value
$m
Share
premium
$m
197
–
197
(10)
–
187
–
187
53
(3)
50
–
2
52
1
53
101
(5)
96
–
3
99
4
103
Equity
share
capital
$m
154
(8)
146
–
5
151
5
156
The authority given to the Company at the AGM held on 7 May 2020 to purchase its own shares was still valid at 31 December 2020. A
resolution to renew the authority will be put to shareholders at the AGM on 7 May 2021.
The Company no longer has an authorised share capital.
In October 2018, the Group announced a $500m return of funds to shareholders by way of a special dividend and share consolidation. On
11 January 2019, shareholders approved the share consolidation on the basis of 19 new ordinary shares of 20340 ⁄399p per share for every 20
existing ordinary shares of 1917⁄21p, which became effective on 14 January 2019 and resulted in the consolidation of 10m shares. The special
dividend was paid on 29 January 2019 at a cost of $510m. The dividend and share consolidation had the same economic effect as a share
repurchase at fair value, therefore previously reported earnings per share has not been restated.
At 31 December 2020, the balance classified as equity share capital includes the total net proceeds (both nominal value and share
premium) on issue of the Company’s equity share capital, comprising 20340 ⁄399p shares. The share premium reserve represents the amount
of proceeds received for shares in excess of their nominal value.
The nature and purpose of the other reserves shown in the Group statement of changes in equity on pages 128 to 130 of the Group Financial
Statements is as follows:
Capital redemption reserve
This reserve maintains the nominal value of the equity share capital of the Company when shares are repurchased or cancelled.
Shares held by employee share trusts
Comprises $1.4m (2019: $4.9m, 2018: $3.6m) in respect of 0.05m (2019: 0.1m, 2018: 0.2m) InterContinental Hotels Group PLC ordinary
shares held by employee share trusts, with a market value at 31 December 2020 of $3.1m (2019: $9.6m, 2018: $8.3m).
Other reserves
Comprises the merger and revaluation reserves previously recognised under UK GAAP, together with the reserve arising as a consequence
of the Group’s capital reorganisation in June 2005. The revaluation reserve relates to the previous revaluations of property, plant and
equipment which were included at deemed cost on adoption of IFRS. Following the change in presentational currency to the US dollar in
2008, this reserve also includes exchange differences arising on retranslation to period-end exchange rates of equity share capital, the
capital redemption reserve and shares held by employee share trusts.
Fair value reserve
This reserve records movements in the value of financial assets measured at fair value through other comprehensive income.
IHG | Annual Report and Form 20-F 2020
193
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
29. Equity continued
Cash flow hedging reserve
At 1 January 2018
Costs of hedging deferred and recognised in other comprehensive income
Change in fair value of currency swaps recognised in other comprehensive income
Reclassified from other comprehensive income to profit or loss – included in financial expenses
Deferred tax
At 31 December 2018
Costs of hedging deferred and recognised in other comprehensive income
Change in fair value of currency swaps recognised in other comprehensive income
Reclassified from other comprehensive income to profit or loss – included in financial expenses
At 31 December 2019
Costs of hedging deferred and recognised in other comprehensive income
Change in fair value of currency swaps recognised in other comprehensive income
Reclassified from other comprehensive income to profit or loss – included in financial expenses
Deferred tax
Exchange adjustments
At 31 December 2020
Cash flow hedging reserve
Value of
currency
swaps
$m
Costs of
hedging
$m
Total
$m
–
–
4
(8)
1
(3)
–
(34)
38
1
–
(1)
(13)
4
(2)
(11)
–
(1)
–
–
–
(1)
(6)
–
–
(7)
(6)
–
–
–
–
(13)
–
(1)
4
(8)
1
(4)
(6)
(34)
38
(6)
(6)
(1)
(13)
4
(2)
(24)
Value of currency swaps comprises the effective portion of the cumulative net change in the fair value of hedging instruments used in cash
flow hedges pending subsequent recognition in profit or loss.
Costs of hedging reflects the gain or loss which is excluded from the designated hedging instrument relating to the foreign currency basis
spread of currency swaps. It is initially recognised in other comprehensive income and accounted for similarly to changes in value of
currency swaps.
Amounts reclassified from other comprehensive income to financial expenses comprise $9m (2019: $8m) net interest payable on the
currency swaps and an exchange gain of $22m (2019: $30m loss) which offsets a corresponding loss/gain on the €500m 2.125% bonds and
€500m 1.625% bonds (2019: €500m 2.125% bonds).
Currency translation reserve
This reserve records the movement in exchange differences arising from the translation of foreign operations and exchange differences on
foreign currency borrowings and derivative financial instruments that provide a hedge against net investments in foreign operations. On
adoption of IFRS, cumulative exchange differences were deemed to be $nil.
The fair value of derivative financial instruments designated as hedges of net investments in foreign operations outstanding at 31 December
2020 was $nil (2019: $1m asset, 2018: $1m asset).
Treasury shares
During 2020, 0.6m (2019: 0.8m, 2018: 0.8m) treasury shares were transferred to the employee share trusts. As a result of the 2019 share
consolidation, the number of shares held in treasury reduced by 0.3m during 2019. At 31 December 2020, 5.1m shares (2019: 5.7m,
2018: 6.8m) with a nominal value of $1.4m (2019: $1.6m, 2018: $1.7m) were held as treasury shares at cost and deducted from retained
earnings.
Non-controlling interest
A non-controlling interest is equity in a subsidiary of the Group not attributable, directly or indirectly, to the Group. Non-controlling interests
are not material to the Group.
30. Capital and other commitments
Contracts placed for expenditure not provided for in the Group Financial Statements
Property, plant and equipment
Intangible assets
The Group has also committed to invest a further $6m (2019: $6m) in one of its associates.
2020
$m
2019
$m
17
2
19
52
7
59
194
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 31. Contingencies and guarantees
Security incidents
In 2016, the Group was notified of (a) a security incident at a number of Kimpton hotels that resulted in unauthorised access to guest
payment card data, and (b) security incidents at a number of IHG branded hotels including the installation of malware on servers that
processed payment cards used at restaurants and bars of 12 IHG managed properties, together the Security Incidents.
The Group may be exposed to investigations regarding compliance with applicable State and Federal data security standards, and legal
action from individuals and organisations impacted by the Security Incidents. Due to the general nature of the regulatory inquiries received
and class action filings to date, other than described below, it is not practicable to make a reliable estimate of the possible financial effects
of any such claims on the Group at this time. These contingent liabilities are potentially recoverable under the Group’s insurance
programmes, although specific agreement will need to be reached with the relevant insurance providers at the time any claim is made.
To date, four lawsuits have been filed against IHG entities relating to the Security Incidents, with one subsequently withdrawn in 2018.
Settlement in respect of one lawsuit was agreed in 2019, and a further lawsuit was settled on 2 September 2020. Both of these settlements
are expected to be paid under the Group’s insurance programmes.
The fourth lawsuit remains open. The claimant alleges that security failures allowed customers’ financial information to be compromised.
The likelihood of a favourable or unfavourable result cannot be reasonably determined and it is not possible to determine whether any loss
is likely or to estimate the amount of any loss.
A separate claim was filed in 2019 against Kimpton. The allegations relate to a breach of the reservation system previously used by Kimpton.
The likelihood of a favourable or unfavourable result cannot be reasonably determined and it is not possible to determine whether any loss
is likely or to estimate the amount of any loss.
Litigation
From time to time, the Group is subject to legal proceedings the ultimate outcome of each being always subject to many uncertainties
inherent in litigation. These legal claims and proceedings are in various stages and include disputes related to specific hotels where the
potential materiality is not yet known; such proceedings, either individually or in the aggregate, have not in the recent past and are not likely
to have a significant effect on the Group’s financial position or profitability.
Two claims were filed on 19 March 2018 and 6 December 2018 against the Group and other hotel companies, alleging violations of anti-trust
regulations. One of the matters is a class action, and both suits allege that the defendant hotel companies conspired to eliminate
competitive branded keyword search advertising in the hotel industry, which allegedly raised prices for hotel rooms in violation of
applicable law. The Group disputes the allegations. The likelihood of a favourable or unfavourable result cannot be reasonably determined
and it is not possible to determine whether any loss is likely or to estimate the amount of any loss.
The Group has also given warranties in respect of the disposal of certain of its former subsidiaries. It is the view of the Directors that, other
than to the extent that liabilities have been provided for in these Group Financial Statements (see note 21), it is not possible to quantify any
loss to which these proceedings or claims under these warranties may give rise, however, as at the date of reporting, the Group does not
believe that the outcome of these matters will have a material effect on the Group’s financial position.
Third-party bank loans
In limited cases, the Group may guarantee part of mortgage loans made to facilitate third-party ownership of hotels under IHG management
or franchise agreements. These guarantee arrangements are treated as insurance contracts as IHG is insuring the bank against default by
the hotel, with a liability only being recognised in the event that a payout becomes probable. At 31 December 2020, there were guarantees
of up to $56m in place (2019: $55m). During 2020, the underlying mortgage loans have been subject to periods of forbearance, deferring
debt service payments; and/or, in the case of several loans, have been modified to be interest only through a given time period.
The largest guarantee is $21m; the underlying managed hotel is temporarily closed and is currently subject to a principal and interest
forbearance agreement. Although an entity of the Group is severally liable for this amount, there is a cross-indemnity that the Group would
seek to pursue for the other partners’ share of any amount funded under the guarantee.
Other
At 31 December 2020, the Group had outstanding letters of credit of $43m (2019: $33m) mainly relating to the Group’s Captive (see note 21).
The letters of credit do not have set expiry dates, but are reviewed and amended as required.
The Group has made business insurance claims in relation to a small number of owned, leased and managed properties relating to the
impact of Covid-19. It is not currently possible to determine the amounts which may be recovered.
IHG | Annual Report and Form 20-F 2020
195
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
32. Related party disclosures
Total compensation of key management personnel
Short-term employment benefits
Contributions to defined contribution pension plans
Equity compensation benefitsa
a As measured in accordance with IFRS 2.
2020
$m
10.5
0.3
2.3
13.1
2019
$m
15.8
0.5
12.1
28.4
2018
$m
18.2
0.5
13.0
31.7
There were no other transactions with key management personnel during the years ended 31 December 2020, 2019 or 2018. Key management
personnel comprises the Board and Executive Committee.
Related party disclosures for associates and joint ventures are as follows:
Revenue from associates
and joint ventures
Other amounts owed by
associates and joint ventures
Amounts owed to associates and
joint ventures
Associates
Joint ventures
2020
$m
2019
$m
2018
$m
2020
$m
2019
$m
2018
$m
2020
$m
2019
$m
1
11
(4)
10
3
(4)
9
1
(2)
–
–
–
–
–
–
1
–
–
1
11
(4)
10
3
(4)
Total
2018
$m
10
1
(2)
The Group has provided a guarantee of $12m (2019: $12m) against the bank loan of one associate (see note 31) and has provided
performance guarantees with a maximum pay-out remaining of $10m (2019: $10m) (see note 3).
The Group funds shortfalls in owner returns relating to the Barclay associate (see note 17). In addition, loans both to and from the Barclay
associate of $237m (2019: $237m) are offset in accordance with the provisions of IAS 32 and presented net in the Group statement of
financial position. Interest payable and receivable under the loans is equivalent (average interest rate of 0.8% in 2020 (2019: 2.1%)) and
presented net in the Group income statement.
33. System Fund
System Fund revenues comprise:
Assessment fees and contributions received from hotels
Loyalty programme revenues, net of the cost of point redemptions
System Fund expenses include:
Marketing
Payroll costs (note 4)
Depreciation and amortisation
Impairment loss on financial assets (note 18)
Other impairment charges
2020
$m
490
275
765
2020
$m
109
242
62
24
41
2019
$m
1,036
337
1,373
2019
$m
461
313
54
12
–
2018
$m
979
254
1,233
2018
$m
427
347
49
11
–
196
IHG | Annual Report and Form 20-F 2020
Group Financial Statements 34. Group companies
In accordance with Section 409 of the Companies Act 2006, a full list of entities in which the Group has an interest of greater than or equal
to 20%, the registered office and effective percentage of equity owned as at 31 December 2020 are disclosed below. Unless otherwise
stated, the ownership interest disclosed comprises either ordinary shares, certificated or un-certificated membership interests which are
indirectly held by InterContinental Hotels Group PLC.
Fully owned subsidiaries
24th Street Operator Sub, LLC (k)
36th Street IHG Sub, LLC (k)
426 Main Ave LLC (k)
46 Nevins Street Associates, LLC (k)
2250 Blake Street Hotel, LLC (k)
Allegro Management LLC (k)
Alpha Kimball Hotel LLC (k)
American Commonwealth Assurance Co. Ltd. (m)
Asia Pacific Holdings Limited (n)
Barclay Operating Corp. (cj)
BHMC Canada Inc. (o)
BHR Holdings B.V. (p)
BHR Pacific Holdings, Inc. (k)
BHTC Canada Inc. (o)
Blythswood Square Glasgow Hotel OpCo Ltd (n)
BOC Barclay Sub LLC (cj)
Bristol Oakbrook Tenant Company (k)
Cambridge Lodging LLC (k)
Capital Lodging LLC (k)
CF Irving Owner, LLC (k)
CF McKinney Owner, LLC (k)
CF Waco Owner, LLC (k)
Compañía Inter-Continental De Hoteles
El Salvador SA (n)
Crowne Plaza LLC (k)
Cumberland Akers Hotel LLC (k)
Dunwoody Operations, Inc. (k)
Edinburgh George Street Hotel OpCo Ltd (n)
Edinburgh IC Limited (cr)
EVEN Real Estate Holding LLC (k)
General Innkeeping Acceptance Corporation (b) (l)
Grand Central Glasgow Hotel OpCo Limited (n)
Guangzhou SC Hotels Services Ltd. (t)
H.I. (Ireland) Limited (u)
H.I. Soaltee Management Company Ltd (ac)
HI Sugarloaf, LLC (ci)
Hale International Ltd. (ct)
HC International Holdings, Inc. (w)
HH France Holdings SAS (x)
HH Hotels (EMEA) B.V. (p)
HH Hotels (Romania) SRL (y)
HIM (Aruba) NV (z)
Hoft Properties LLC (k)
Holiday Hospitality Franchising, LLC (k)
Holiday Inn Mexicana S.A. de C.V. (ab)
Holiday Inns (China) Ltd (ac)
Holiday Inns (Courtalin) Holding (x)
Holiday Inns (Courtalin) SAS (x)
Holiday Inns (England) Limited (n)
Holiday Inns (Germany), LLC (l)
Holiday Inns (Jamaica) Inc. (l)
Holiday Inns (Middle East) Limited (ac)
Holiday Inns (Philippines), Inc. (l)
Holiday Inns (Saudi Arabia), Inc. (l)
Holiday Inns (Thailand) Ltd. (ac)
Holiday Inns (UK), Inc. (l)
Holiday Inns Crowne Plaza (Hong Kong), Inc. (l)
Holiday Inns Holdings (Australia) Pty Ltd (aa)
Holiday Inns Inc. (k)
Holiday Inns Investment (Nepal) Ltd. (ac)
Holiday Inns of America (UK) Limited (n)
Holiday Inns of Belgium N.V. (ad)
Holiday Pacific Equity Corporation (k)
Holiday Pacific LLC (k)
Holiday Pacific Partners, LP (k)
Hotel InterContinental London (Holdings) Limited (n)
Hotel Inter-Continental London Limited (n)
Hoteles Y Turismo HIH SRL (n)
IC Hotelbetriebsfuhrungs GmbH (ae)
IC Hotels Management (Portugal) Unipessoal,
Lda (af)
IC International Hotels Limited Liability Company (ag)
IHC Buckhead, LLC (ci)
IHC Edinburgh (Holdings) (n)
IHC Hopkins (Holdings) Corp. (k)
IHC Hotel Limited (n)
IHC Inter-Continental (Holdings) Corp. (k)
IHC London (Holdings) (n)
IHC May Fair (Holdings) Limited (n)
IHC May Fair Hotel Limited (n)
IHC M-H (Holdings) Corp. (k)
IHC Overseas (U.K.) Limited (n)
IHC UK (Holdings) Limited (n)
IHC United States (Holdings) Corp. (b) (k)
IHC Willard (Holdings) Corp. (k)
IHG (Marseille) SAS (x)
IHG (Myanmar) Ltd (ah)
IHG (Thailand) Limited (aj)
IHG Amsterdam Management BV (p)
IHG Bangkok Ltd (ct)
IHG Brasil Administracao de Hoteis e Servicos
Ltda (ak)
IHG Civ Holding Co-Investment Fund, LLC (k)
IHG Civ Holding Main Fund, LLC (k)
IHG Commission Services SRL (co)
IHG Community Development, LLC (ci)
IHG de Argentina SA (al)
IHG ECS (Barbados) SRL (co)
IHG Franchising Brasil Ltda (bd)
IHG Franchising DR Corporation (k)
IHG Franchising, LLC (k)
IHG Hotels (New Zealand) Limited (an)
IHG Hotels Limited (n)
IHG Hotels Management (Australia) Pty Limited
(b) (aa)
IHG Hotels Nigeria Limited (ao)
IHG Hotels South Africa (Pty) Limited (ap)
IHG International Partnership (n)
IHG Istanbul Otel Yönetim Limited Sirketi (bx)
IHG Japan (Management) LLC (ar)
IHG Japan (Osaka) LLC (ar)
IHG Management (Maryland) LLC (as)
IHG Management (Netherlands) B.V. (p)
IHG Management d.o.o. Beograd (cc)
IHG Management MD Barclay Sub LLC (cj)
IHG Management SL d.o.o (bo)
IHG Mexico Operaciones SA de CV (ab)
IHG Orchard Street Member, LLC (k)
IHG Peru SRL (dd)
IHG PS Nominees Limited (n)
IHG Sermex SA de CV (ab)
IHG Systems Pty Ltd (b) (aa)
IHG Szalloda Budapest Szolgaltato Kft. (at)
IHG Technology Solutions LLC (k)
IND East Village SD Holdings, LLC (k)
InterContinental Berlin Service Company GmbH (au)
InterContinental (Branston) 1 Limited (c) (n)
InterContinental (PB) 1 (n)
InterContinental (PB) 3 Limited (n)
InterContinental Brasil Administracao de
Hoteis Ltda (q)
Inter-Continental D.C. Operating Corp. (k)
Inter-Continental Florida Investment Corp. (k)
Inter-Continental Florida Partner Corp. (k)
InterContinental Gestion Hotelera S.L. (by)
Inter-Continental Hospitality Corporation (k)
InterContinental Hotel Berlin GmbH (au)
InterContinental Hotel Düsseldorf GmbH (av)
Inter-Continental Hoteleira Limitada (aw)
Inter-Continental Hotels (Montreal) Operating
Corp. (ax)
Inter-Continental Hotels (Montreal) Owning
Corp. (ax)
InterContinental Hotels (Puerto Rico) Inc. (az)
Inter-Continental Hotels (Singapore) Pte. Ltd. (ai)
Inter-Continental Hotels Corporation (k)
Inter-Continental Hotels Corporation de Venezuela
C.A. (ba)
Intercontinental Hotels Corporation Limited (b) (m)
InterContinental Hotels Group (Asia Pacific) Pte
Ltd (ai)
InterContinental Hotels Group (Australia) Pty
Limited (aa)
InterContinental Hotels Group (Canada) Inc. (o)
InterContinental Hotels Group (España) SA (by)
InterContinental Hotels Group (Greater China)
Limited (ac)
InterContinental Hotels Group (India) Pvt. Ltd (aq)
InterContinental Hotels Group (Japan) Inc. (l)
InterContinental Hotels Group (New Zealand)
Limited (an)
InterContinental Hotels Group (Shanghai) Ltd. (bb)
InterContinental Hotels Group Customer Services
Limited (n)
InterContinental Hotels Group do Brasil
Limitada (bc)
InterContinental Hotels Group Healthcare Trustee
Limited (n)
InterContinental Hotels Group Operating Corp. (e) (k)
InterContinental Hotels Group Resources, LLC (b) (k)
InterContinental Hotels Group Services Company (n)
InterContinental Hotels Italia, S.r.L. (be)
InterContinental Hotels Limited (a) (n)
InterContinental Hotels Management GmbH (bf)
InterContinental Hotels Management Montenegro
d.o.o. (ce)
InterContinental Hotels Nevada Corporation (ck)
Inter-Continental Hotels of San Francisco Inc. (k)
Inter-Continental IOHC (Mauritius) Limited (bg)
InterContinental Management AM LLC (cm)
InterContinental Management Bulgaria EOOD (bp)
InterContinental Management France SAS (x)
InterContinental Management Poland sp. Z.o.o (cn)
InterContinental Overseas Holdings, LLC (k)
KG Benefits LLC (k)
KG Gift Card Inc. (bz)
KG Liability LLC (k)
KG Technology, LLC (k)
KHP Washington Operator LLC (k)
KHRG 11th Avenue Hotel LLC (k)
KHRG 851 LLC (k)
KHRG Aertson LLC (k)
KHRG Alexis, LLC (k)
KHRG Allegro, LLC (k)
KHRG Argyle, LLC (k)
KHRG Austin Beverage Company, LLC (k)
KHRG Baltimore, LLC (k)
KHRG Born LLC (k)
KHRG Boston Hotel, LLC (k)
KHRG Bozeman LLC (k)
KHRG Buckhead LLC (k)
KHRG Canary LLC (k)
KHRG Cayman LLC (k)
KHRG Cayman Employer Ltd. (k)
KHRG Dallas LLC (k)
KHRG Dallas Beverage Company LLC (k)
KHRG DC 1731 LLC (k)
KHRG DC 2505 LLC (k)
KHRG Employer, LLC (k)
KHRG Goleta LLC (k)
KHRG Gray LLC (k)
KHRG Gray U2 LLC (k)
KHRG Huntington Beach LLC (k)
KHRG Key West LLC (k)
KHRG King Street, LLC (k)
IHG | Annual Report and Form 20-F 2020
197
Notes to the Group Financial StatementsGroup Financial Statements Notes to the Group Financial Statements continued
34. Group companies continued
Fully owned subsidiaries continued
KHRG La Peer LLC (k)
KHRG Miami Beach LLC (k)
KHRG Muse LLC (k)
KHRG New Orleans LLC (k)
KHRG NPC LLC (k)
KHRG Palladian LLC (k)
KHRG Palomar Phoenix LLC (k)
KHRG Philly Monaco LLC (k)
KHRG Pittsburgh LLC (k)
KHRG Porsche Drive LLC (k)
KHRG Reynolds LLC (k)
KHRG Riverplace LLC (k)
KHRG Sacramento LLC (k)
KHRG Savannah LLC (k)
KHRG Schofield LLC (k)
KHRG SFD LLC (k)
KHRG SF Wharf LLC (k)
KHRG SF Wharf U2 LLC (k)
KHRG South Beach LLC (k)
KHRG State Street LLC (k)
KHRG Sutter LLC (k)
KHRG Sutter Union LLC (k)
KHRG Taconic LLC (k)
KHRG Tariff LLC (k)
KHRG Texas Hospitality, LLC (k)
KHRG Texas Operations, LLC (k)
KHRG Tryon LLC (k)
KHRG Vero Beach, LLC (k)
KHRG Vintage Park LLC (k)
KHRG VZ Austin LLC (k)
KHRG Wabash LLC (k)
KHRG Westwood, LLC (k)
KHRG Wilshire LLC (k)
Kimpton Hollywood Licenses LLC (k)
Kimpton Hotel & Restaurant Group, LLC (k)
Kimpton Phoenix Licenses Holdings LLC (k)
Louisiana Acquisitions Corp. (k)
Luxury Resorts and Spas (France) SAS (dc)
Manchester Oxford Street Hotel OpCo Limited (n)
Mercer Fairview Holdings LLC (k)
Met Leeds Hotel OpCo Limited (n)
MH Lodging LLC (k)
Oxford Spires Hotel OpCo Limited (n)
Oxford Thames Hotel OpCo Limited (n)
PML Services LLC (as)
Pollstrong Limited (n)
Powell Pine, Inc. (k)
Priscilla Holiday of Texas, Inc. (cl)
PT Regent Indonesia (bh)
PT SC Hotels & Resorts Indonesia (bh)
Raison d’Etre Holdings (BVI) Limited (v)
Raison d’Etre Services (BVI) Limited (v)
Raison d’Etre Spas, LLC (k)
Raison d’Etre Spas, Sweden AB (db)
Regent Asia Pacific Hotel Management Ltd (bw)
Regent Asia Pacific Management Ltd (cp)
Regent Berlin GmbH (cq)
Regent International Hotels Ltd (bw)
Resort Services International (Cayo Largo) L.P. (ci)
Roxburghe Hotel Edinburgh OpCo Limited (n)
Russell London Hotel OpCo Limited (n)
SBS Maryland Beverage Company LLC (as)
SC Hotels International Services, Inc. (k)
SC Leisure Group Limited (n)
SC NAS 2 Limited (n)
SC Quest Limited (n)
SC Reservations (Philippines) Inc. (l)
SCH Insurance Company (bi)
SCIH Branston 3 (cb)
Semiramis for training of Hotel Personnel and
Hotel Management SAE (ch)
SF MH Acquisition LLC (k)
Six Continents Holdings Limited (n)
Six Continents Hotels de Colombia SA (bj)
Six Continents Hotels International Limited (n)
Six Continents Hotels, Inc. (k)
Six Continents International Holdings B.V. (p)
Six Continents Investments Limited (f) (n)
Six Continents Limited (n)
Six Continents Overseas Holdings Limited (n)
Six Continents Restaurants Limited (n)
SixCo North America, Inc. (w)
Six Senses Americas IP LLC (k)
Six Senses Capital Pte. Ltd (ay)
Six Senses North America Management LLC (k)
SLC Sustainable Luxury Cyprus Limited (cs)
Solamar Lodging LLC (k)
Southern Pacific Hotels Properties Limited (v)
SPHC Management Ltd. (bq)
St David’s Cardiff Hotel OpCo Limited (n)
Sustainable Luxury Holdings (BVI) Limited (v)
Sustainable Luxury Lanka Pvt. Ltd (cv)
Sustainable Luxury Maldives Private Limited (cw)
Sustainable Luxury Mauritius Limited (cx)
Sustainable Luxury Services (BVI) Limited (v)
Sustainable Luxury Singapore Private Limited (ai)
Sustainable Luxury UK Limited (cy)
Sustainable Luxury USA Limited (cz)
The Grand Central Hotel Glasgow Limited (n)
The Met Hotel Leeds Limited (n)
The Principal Edinburgh George Street Limited (n)
The Principal London Limited (n)
The Principal Manchester Limited (n)
The Principal York Limited (n)
The Roxburghe Hotel Edinburgh Limited (s)
Vista Rockville FF&E, LLC (as)
White Shield Insurance Company Limited (bk)
Wotton House Hotel OpCo Limited (n)
York Station Road Hotel OpCo Limited (n)
Subsidiaries where the effective interest is
less than 100%
IHG ANA Hotels Group Japan LLC (74.66%) (ar)
IHG ANA Hotels Holdings Co., Ltd. (66%) (ar)
Regent Hospitality Worldwide, Inc. (51%) (bt)
Sustainable Luxury Holding (Thailand) Limited
(49%) (c) (j) (cu)
Sustainable Luxury Hospitality (Thailand) Limited
(49%) (c) (j) (cu)
Sustainable Luxury Management (Thailand)
Limited (49%) (c) (j) (cu)
Sustainable Luxury Operations (Thailand) Ltd
(99.98%) (j) (cu)
Universal de Hoteles SA (9.99%) (j) (bj)
World Trade Centre Montreal Hotel Corporation
(74.11%) (bl)
198
IHG | Annual Report and Form 20-F 2020
Associates, joint ventures and other
111 East 48th Street Holdings LLC (19.9%) (g) (h) (k)
Alkoer, S. de R.L. de C.V. (50%) (h) (cg)
BCRE IHG 180 Orchard Holdings LLC (49%) (g) (cf)
Beijing Orient Express Hotel Co., Ltd. (16.15%) (bm)
Blue Blood (Tianjin) Equity Investment
Management Co., Limited (30.05%) (bn)
Carr Clark SWW Subventure, LLC (26.67%) (g) (ca)
Carr Waterfront Hotel, LLC (11.46%) (g) (h) (ca)
China Hotel Investment Limited (30.05%) (i) (am)
Desarrollo Alkoer Irapuato S. de R.L. de C.V.
(50%) (cg)
Desarrollo Alkoer Saltillo S. de R.L. de C.V.
(50%) (cg)
Desarrollo Alkoer Silao S. de R.L. de C.V. (50%) (cg)
EDG Alpharetta EH LLC (0%) (d) (h) (r)
Gestion Hotelera Gestel, C.A. (50%) (c) (h) (ba)
Groups360 LLC (13.05%) (h) (k)
H.I. Soaltee Hotel Company Private Ltd (26%) (br)
Inter-Continental Hotels Saudi Arabia Limited
(40%) (bs)
NF III Seattle, LLC (25%) (g) (r)
NF III Seattle Op Co, LLC (25%) (g) (r)
Nuevas Fronteras S.A. (23.66%) (cd)
President Hotel & Tower Co Ltd. (30%) (bu)
Shanghai Yuhuan Industrial Development Co.,
Ltd (1%) (da)
Sustainable Luxury Gravity Global Private Limited
(51%) (h) (de)
SURF-Samui Pte. Ltd (49%) (ay)
Tianjin ICBCI IHG Equity Investment Fund
Management Co., Limited (21.04%) (bv)
Key
(a)
Directly owned by InterContinental
Hotels Group PLC
(h)
(f)
(g)
(b) Ordinary shares and preference shares
(c) Ordinary A and ordinary B shares
8% cumulative preference shares
(d)
1
/4 vote ordinary shares and ordinary
(e)
shares
Ordinary shares, 5% cumulative
preference shares and 7% cumulative
preference shares
The entities do not have share capital
and are governed by an operating
agreement
Accounted for as associates and joint
ventures due to IHG’s decision-making
rights contained in the partnership
agreement
Accounted for as an other financial
asset due to IHG being unable to
exercise significant influence over the
financial and operating policy
decisions of the entity
Minority interest relates to one or more
individual shareholders who are
employed or were previously employed
by the entity
(j)
(i)
Group Financial Statements
Registered addresses
(k)
3411 Silverside Road, Tatnall Building #104,
Wilmington, DE 19810, USA
205 Powell Place, 37027 Brentwood, TN
37027, USA
Clarendon House, 2 Church Street, Hamilton
HM11, Bermuda
Broadwater Park, Denham,
Buckinghamshire, UB9 5HR, UK
333 Bay Street, Suite 400, Toronto M5H 2R2,
Ontario, Canada
Kingsfordweg 151, 1043 GR Amsterdam, The
Netherlands
Alameda Jau 536, Suite 3s-A, 01420-000
Sao Paulo, Brazil
The Corporation Trust Centre, 1209 Orange
Street, Wilmington, DE 19801, USA
Caledonian Exchange, 19a Canning Street,
Edinburgh, EH3 8HE, UK
Building 4, No. 13 Xiao Gang Zhong Ma
Road, Zhuhai District, Guangzhou,
Guangdong, P.R. China
29 Earlsfort Terrace, Dublin 2, D02 AY28,
Ireland
Flemming House, Wickhams Cay, P.O.Box
662, Road Town, Tortola VG1110, British
Virgin Islands
Wilmington Trust SP Services, Inc. 1105
North Market Street, Suite 1300, Wilmington,
DE 19801, USA
31–33 rue Mogador, 75009 Paris, France
Bucharest, 1st District, 50–52 Buzesti St, 83
module, 11 floor, Romania
230 J E Irausquin Boulevard, Palm Beach,
Aruba
Level 11, 20 Bond Street, Sydney NSW 2000,
Australia
Ontario # 1050, Col. Providencia.
Guadalajara, Jalisco CP 44630, Mexico
Level 54, Hopewell Center, 183 Queen’s
Road East, Hong Kong SAR
Rond-Point Robert Schuman 11, 1040
Brussels, Belgium
QBC 4 – Am Belvedere 4, 1100, Vienna,
Austria
Avenida da Republica, no 52 – 9, 1069 – 211,
Lisbon, Portugal
24, Rusakovskaya Str., Moscow 107014,
Russian Federation
No. 84, Pan Hlaing Street, Unit #1, Level 8,
Uniteam Marine Office Building, Sanchuang
Township, Yangon, Myanmar
230 Victoria Street, #13-00 Bugis Junction
Towers, 188024, Singapore
973 President Tower, 7th Floor, Units 7A, 7F,
7G and 7H, Ploenchit Road, Khwaeng
Lumpini, Khet Pathumwan, Bangkok
Metropolis, 10330, Thailand
Alameda Jau 536, Suite 3S-B, 01420-000
São Paulo, Brazil
Avenida Cordoba 1547, piso 8, oficina A,
Buenos Aires, Argentina
The Phoenix Centre, George Street, Belleville
St. Michael, Barbados
(l)
(m)
(n)
(o)
(p)
(q)
(r)
(s)
(t)
(u)
(v)
(w)
(x)
(y)
(z)
(aa)
(ab)
(ac)
(ad)
(ae)
(af)
(ag)
(ah)
(ai)
(aj)
(ak)
(al)
(am)
(an) Level 10, 2 Commerce Street, Auckland
(ao)
(ap)
(aq)
Central, Auckland 1000, New Zealand
1, Murtala Muhammed Drive, Ikoyi, Lagos,
Nigeria
Central Office Park Unit 4, 257 Jean Avenue,
Centurion 0157, South Africa
11th Floor, Building No. 10, Tower C, DLF
Phase-II, DLF Cyber City, Gurgaon,
Haryana-122002, India
(ar)
(as)
(at)
(au)
(av)
(aw)
(ax)
(ay)
(az)
(ba)
(bb)
(bc)
(bd)
(be)
(bf)
(bg)
(bh)
(bi)
(bj)
(bk)
(bl)
20th Floor, Toranomon Kotohira Tower, 2–8,
Toranomon 1-chome, Minato-ku, Tokyo,
Japan
2 Wisconsin Circle #700, Chevy Chase, MD
20815, USA
1052 Budapest, Apáczai Csere János u.
12 – 14A, Hungary
Budapester Str. 2, 10787 Berlin, Germany
Koenigsallee 59, D-40215, Dusseldorf,
Germany
Alameda Jau 536, Suite 3S-E, 01420-000
São Paulo, Brazil
1980 Pérodeau Street, Vaudreuil-Dorion J7V
8P7, Quebec, Canada
168 Robinson Road, #16-01 SIF Building,
068899, Singapore
361 San Francisco Street Penthouse, San
Juan, PR 00901, Puerto Rico
Hotel Tamanaco Inter-Continental, Final Av.
Ppal, Mercedes, Caracas, Venezuela
22nd Floor, Citigroup Tower, No. 33
Huayuanshiqiao Road, Pudong, Shanghai,
P.R. China
Alameda Jau 536, Suite 3S-C, 01420-000
São Paulo, Brazil
Alameda Jau 536, Suite 3S-D, 01420-000
São Paulo, Brazil
Viale Monte Nero n.84, 20135 Milano, Italy
Thurn-und-Taxis-Platz 6 – 60313 Frankfurt
am Main, Germany
JurisTax Services Ltd, Level 12, NeXTeracom
Tower II, Ebene, Mauritius
Menara Impreium 22nd Floor, Suite D, JI. HR.
Rasuna Said Kav.1, Guntur Sub-district,
Setiabudi District, South Jakarta 12980,
Indonesia
Primmer Piper Eggleston & Cramer PC, 30
Main St., Suite 500, P.O. Box 1489,
Burlington, VT 05402-1489, USA
Calle 49, Sur 45 A 300 Of 1102 Envigado
Antioquia, Colombia
Suite B, Ground Floor, Regal House,
Queensway, Gibraltar
Suite 2500, 1000 De La Gauchetiere St.
West, Montreal QC H3B 0A2, Canada
(bn)
(bq)
(bo)
(bp)
(bm) Room 311, Building 1, No 6 East Wen Hua
Yuan Road, Beijing Economy and
Technology Development Zone, Beijing,
P.R.China
Room N306, 3rd Floor, Building 6, Binhai
Financial Street, No. 52 West Xincheng Road,
Tianjin Economy and Technology
Development Zone, Tianjin, P.R. China
Cesta v Mestni log 1, 1000 Ljubljana, Slovenia
37A Professor Fridtjof Nansen Street, 5th
Floor, District Sredets, Sofia, 1142, Bulgaria
C/o Holiday Inn & Suites, Cnr Waigani Drive
& Wards Road, Port Moresby, National
Capital District, Papua New Guinea
Tahachal, Kathmandu, Nepal
Madinah Road, Jeddah, P.O Box 9456, Post
Code 21413, Jeddah, Saudi Arabia
Maples Corporate Services Ltd. – PO Box
309, Ugland House, Grand Cayman – KY-
1104, Cayman Islands
971, 973 Ploenchit Road, Lumpini,
Pathumwan, Bangkok 10330, Thailand
Room R316, 3rd Floor, Building 6, Binhai
Financial Street, No. 52 West Xincheng Road,
Tianjin Economy and Technology
Development Zone, Tianjin, P.R. China
14th Floor, South China Building, 1-3
Wyndham Street, Hong Kong SAR
(br)
(bs)
(bw)
(bu)
(bv)
(bt)
(bx)
(by)
(bz)
(ca)
(cb)
Eski Büyükdere Cd. Park Plaza No:14 K:4
Maslak – Sarıyer, Istanbul, Turkey
Paseo de Recoletos 37 – 41, 28004 Madrid,
Spain
2710 Gateway Oaks Drive, Suite 150N,
Sacramento, CA 95833-3505, USA
Carr Hospitality, LLC, 1455 Pennsylvania
Avenue, NW, Suite 100, Washington, DC
20004, USA
Two Snowhill Snow Hill Queensway
Birmingham B4 6GA
(ci)
(cf)
(cj)
(cl)
(ck)
(cn)
(ch)
(co)
(cg)
(cm)
(cc) Krunska 73, Beograd, 11000, Serbia
(cd)
(ce)
Moreno 809 2 Piso, Buenos Aires, Argentina
Bulevar Svetog Petra Cetinjskog 149 – 81000
Podgorica, Montenegro
Brack Capital Real Estate Ltd., 885 Third
Avenue, 24th Floor, New York, NY 10022,
USA
Avenida Ejercito Nacional Mexicano No. 769,
Torre B Piso 8, Granada, Miguel Hidalgo,
Ciudad de México, CP 11520, Mexico
Ground Floor, Al Kamel Law Building, Plot
52-b, Banks Area, Six of October City, Egypt
2985 Gordy Parkway, 1st Floor, Marietta, GA
30066, USA
600 Mamaroneck Avenue #400, 10528
Harrison, NY 10528, USA
8275 South Eastern Avenue #200, Las Vegas,
NV 89123, USA
5444 Westheimer #1000, Houston, TX
77056, USA
23/6 D. Anhaght Str., Yerevan, 0069,
Armenia
Generation Park Z – ul. Towarowa 28, 00-839
Warsaw, Poland
Suite 1, Ground Floor, The Financial Services
Centre, Bishops Court Hill, St. Michael,
Barbados, BB14004
Brumby Centre, Lot 42, Jalan Muhibbah,
87000 Labuan F.T., Malaysia
Charlottenstrasse 49, Berlin, 10117, Germany
C/O BDO LLP, 4 Atlantic Quay, 70 York
Street, Glasgow G2 8JX, UK
ATS Services Limited, Capital Center, 9th
Floor, 2-4 Arch. Makarios III Ave., 1065
Nicosia, Cyprus
Start Chambers, Wickham’s Cay II, P.O. Box
2221, Road Town, Tortola, VG1110, British
Virgin Islands
57, 9th Floor, Park Ventures Ecoplex, Unit
902-904, Wireless Road, Limpini, Pathum
Wan Bangkok 10330, Thailand
Shop No. L3-6, Amity Building, No. 125,
Highlevel Road, Maharagama, Colombo, Sri
Lanka
Premier Chambers, M.Lux Lodge, 1st Floor,
Orchid Magu, Male, Republic of Maldives
Venture Corporate Services (Mauritius) Ltd,
Level 3, Tower 1, Nexteracom Towers,
Cybercity, Ebene, Mauritius
Berg Kaprow Lewis LLP, 35 Ballards Lane, DX
57284 Finchley 2, London, N3 1XW, UK
(cz) 251 Little Falls Drive, Wilmington, DE19808,
(cq)
(cr)
(cw)
(cp)
(cu)
(cx)
(cv)
(cy)
(cs)
(ct)
(da)
(db)
(dc)
(dd)
(de)
USA.
1st Floor, No.68, Zhupan Road, Zhuqiao
Town, Pudong New Area, Shanghai, China
Grevgatan 13, 11453 Stockholm, Sweden
95 Blvd. Berthier, 75017 Paris, France
Bernardo Monteagudo 201, 15076, Lima, Peru
B-11515 Bhikaj Cama Place, New Delhi, South
Delhi, India, 110066
IHG | Annual Report and Form 20-F 2020
199
Notes to the Group Financial StatementsGroup Financial Statements
Parent Company
Financial Statements
202 Parent Company Financial Statements
202
203
204
Parent Company statement of financial position
Parent Company statement of changes in equity
Notes to the Parent Company Financial
Statements
Kimpton Clocktower Hotel, Manchester, UK
200
IHG | Annual Report and Form 20-F 2020
IHG | Annual Report and Form 20-F 2020
201
Parent Company Financial StatementsParent Company Financial Statements Note
2020
£m
2019
£m
3
4
4
7
8
10
6
3,131
3,106
18
927
(600)
345
3,476
(2,138)
1,338
39
75
7
364
(19)
872
1,338
–
25
(253)
(228)
2,878
(1,495)
1,383
39
75
7
339
(5)
928
1,383
Parent Company Financial Statements
Parent Company statement of financial position
31 December 2020
Fixed assets
Investments
Current assets
Debtors: due after more than one year
Debtors: due within one year
Creditors: amounts falling due within one year
Net current assets/(liabilities)
Total assets less current liabilities
Creditors: amounts falling due after one year
Net assets
Capital and reserves
Called up share capital
Share premium account
Capital redemption reserve
Share-based payment reserve
Cash flow hedging reserve
Profit and loss account
Total equity
Signed on behalf of the Board,
Paul Edgecliffe-Johnson
22 February 2021
The loss after tax amounts to £56m (2019: £42m).
Registered number 05134420
202
IHG | Annual Report and Form 20-F 2020
Parent Company Financial Statements Parent Company statement of changes in equity
Called up
share
capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
At 1 January 2019
Loss for the year
Other comprehensive income (items that may be subsequently
reclassified to profit or loss):
Losses on cash flow hedges, net of related tax credit of £1m
Costs of hedging
Hedging losses reclassified to financial expenses
Total other comprehensive loss for the year
Total comprehensive loss for the year
Share-based payments capital contribution
Equity dividends paid
Transaction costs relating to shareholder returns
At 31 December 2019
Loss for the year
Other comprehensive income (items that may be
subsequently reclassified to profit or loss):
Losses on cash flow hedges, net of related tax credit of £3m
Costs of hedging
Hedging gains reclassified to financial expenses
Total other comprehensive loss for the year
Total comprehensive loss for the year
Share-based payments capital contribution
39
–
–
–
–
–
–
–
–
–
39
–
–
–
–
–
–
–
75
–
–
–
–
–
–
–
–
–
75
–
–
–
–
–
–
–
At 31 December 2020
39
75
Notes on pages 204 to 209 form an integral part of these Financial Statements.
7
–
–
–
–
–
–
–
–
–
7
–
–
–
–
–
–
–
7
Share-
based
payment
reserve
£m
305
–
–
–
–
–
–
34
–
–
339
–
–
–
–
–
–
25
364
Cash flow
hedging
reserve
£m
(2)
–
(29)
(4)
30
(3)
(3)
–
–
–
(5)
–
2
(5)
(11)
(14)
(14)
–
(19)
Profit
and loss
account
£m
1,527
(42)
–
–
–
–
(42)
–
(556)
(1)
928
(56)
–
–
–
–
(56)
–
872
Total
equity
£m
1,951
(42)
(29)
(4)
30
(3)
(45)
34
(556)
(1)
1,383
(56)
2
(5)
(11)
(14)
(70)
25
1,338
IHG | Annual Report and Form 20-F 2020
203
Parent Company Financial StatementsParent Company Financial Statements Notes to the Parent Company Financial Statements
1. Accounting policies
Authorisation of Financial Statements and statement
of compliance with FRS 101
The Parent Company Financial Statements of InterContinental Hotels
Group PLC (the Company) for the year ended 31 December 2020
were authorised for issue by the Board of Directors on 22 February
2021 and the statement of financial position was signed on the
Board’s behalf by Paul Edgecliffe-Johnson. The Company is a public
limited company incorporated and registered in England and Wales.
The Company’s ordinary shares are publicly traded on the London
Stock Exchange and it is not under the control of any single
shareholder.
The Directors have assessed, in the light of current and anticipated
economic conditions, the Company’s ability to continue as a going
concern. Having considered the going concern status and liquidity
of the Group (see page 133) the Directors confirm they have a
reasonable expectation that the Company has sufficient resources
to continue operating until at least 30 June 2022 and there are no
material uncertainties that may cast doubt on the Company’s going
concern status. Accordingly, they continue to adopt the going
concern basis in preparing the Parent Company Financial
Statements.
The Parent Company Financial Statements are presented in sterling
and all values are rounded to the nearest million pounds (£m) except
when otherwise indicated.
These Financial Statements have been prepared in accordance with
Financial Reporting Standard 101 ‘Reduced Disclosure Framework’
(FRS 101).
No income statement is presented for the Company as permitted by
Section 408 of the Companies Act 2006.
The audit fee of £0.02m (2019: £0.02m) was borne by a subsidiary
undertaking in both years.
Basis of preparation
The Parent Company Financial Statements have been prepared
in accordance with FRS 101, as applied in accordance with the
provisions of the Companies Act 2006. FRS 101 sets out a reduced
disclosure framework for a ‘qualifying entity’ as defined in the
standard which addresses the financial reporting requirements
and disclosure exemptions in the individual financial statements
of qualifying entities that otherwise apply the recognition,
measurement and disclosure requirements of adopted IFRSs.
FRS 101 sets out amendments to adopted IFRSs that are necessary
to achieve compliance with the Companies Act and related
Regulations.
The following disclosures have not been provided as permitted
by FRS 101:
• A cash flow statement and related notes as required by IAS 7
‘Statement of Cash Flows’;
• A comparative period reconciliation for share capital as required
by IAS 1 ‘Presentation of Financial Statements’;
• Disclosures in respect of transactions with wholly owned
subsidiaries as required by IAS 24 ‘Related Party Disclosures’;
• Disclosures in respect of capital management as required by
paragraphs 134 to 136 of IAS 1 ‘Presentation of Financial
Statements’;
• The effects of new but not yet effective IFRSs as required by
paragraphs 30 and 31 of IAS 8 ‘Accounting Policies, Changes in
Accounting Estimates and Errors’; and
• Disclosures in respect of the compensation of key management
personnel as required by paragraph 17 of IAS 24 ‘Related Party
Disclosures’.
Where the Consolidated Financial Statements of the Company
include the equivalent disclosures, the Company has also taken the
exemptions under FRS 101 available in respect of the following
disclosures:
• The requirements of paragraphs 45(b) and 46 to 52 of IFRS 2
‘Share-based Payment’ in respect of group-settled share-based
payments; and
• The requirements of paragraphs 91 to 99 of IFRS 13 ‘Fair Value
Measurement’ and the disclosures required by IFRS 7 ‘Financial
Instruments: Disclosures’.
The accounting policies set out herein have, unless otherwise stated,
been applied consistently to all periods presented in these Financial
Statements.
Critical accounting policies and the use of judgements, estimates
and assumptions
Critical accounting estimates have been used by the Company in
estimating the potential financial impact of the Covid-19 pandemic
on anticipated future cash flows of indirect operating subsidiaries
of the Company. The relevant estimates are in respect of the
application of the expected credit loss model to Group receivables
and impairment of non-financial assets and are the same as those
disclosed in the Consolidated Financial Statements (page 135 to 137).
Significant accounting policies
Foreign currencies
Transactions in foreign currencies are translated to the Company’s
functional currency at the exchange rates ruling on the dates of the
transactions. Monetary assets and liabilities denominated in foreign
currencies are retranslated to the functional currency at the relevant
rates of exchange ruling on the last day of the period. Foreign
exchange differences arising on translation are recognised in
the income statement.
204
IHG | Annual Report and Form 20-F 2020
Parent Company Financial Statements Non-derivative financial instruments
Non-derivative financial instruments comprise investments in equity
securities, amounts due from and amounts due to Group
undertakings and loans and other borrowings.
Investments in equity securities
Investments in subsidiaries are carried at cost plus deemed capital
contributions arising from share-based payment transactions less
any provision for impairment. The carrying amount is reviewed at
each reporting date, including a comparison to the market
capitalisation of the Company (£8.6bn) on 31 December 2020, to
determine whether there is any indication of impairment. If any such
indication exists, then the asset’s recoverable amount is estimated.
An impairment loss is recognised if the carrying amount of an asset
exceeds its estimated recoverable amount. Impairment losses are
recognised in the income statement.
Amounts due from and amounts due to Group undertakings
Amounts due from Group undertakings are recognised initially at
fair value and subsequently measured at amortised cost using the
effective interest rate method less provision for expected credit
losses. Allowances for expected credit losses are made based on
the risk of non-payment, taking into account ageing, previous
experience, economic conditions and forward-looking data. Such
allowances are measured as either 12-month expected credit losses
or lifetime expected credit losses depending on changes in the
credit quality of the counterparty.
Amounts due to Group undertakings are recognised initially at fair
value and subsequently measured at amortised cost using the
effective interest rate method.
Loans and other borrowings
Loans and other borrowings are initially recognised at the fair value
of the consideration received less directly attributable transaction
costs. They are subsequently measured at amortised cost. Finance
charges, including the transaction costs and any discount or
premium on issue, are recognised in the income statement using
the effective interest rate method.
Borrowings are classified as due after more than one year when the
repayment date is more than 12 months from the period-end date
or where they are drawn on a facility with more than 12 months
to expiry.
Derivative financial instruments and hedging
Derivatives are initially recognised and subsequently re-measured at
fair value. The method of recognising the re-measurement depends
on whether the derivative is designated as a hedging instrument,
and if so, the nature of the item being hedged.
Changes in the fair value of derivatives which have either not been
designated as hedging instruments or relate to the ineffective
portion of hedges are recognised immediately in the income
statement.
Documentation outlining the measurement and effectiveness of any
hedging arrangement is maintained throughout the life of the hedge
relationship.
Interest arising from currency derivatives and interest rate swaps is
recorded in either financial income or expenses over the term of the
agreement, unless the accounting treatment for the hedging
relationship requires the interest to be taken to reserves.
Share-based payments
The cost of equity-settled transactions with employees is measured
by reference to fair value at the date at which the right to the shares
is granted. Fair value is determined by an external valuer using
option pricing models.
The cost of equity-settled transactions is recognised, together
with a corresponding increase in equity, over the period in which
any performance or service conditions are fulfilled, ending on the
date on which the relevant employees become fully entitled to the
award (vesting date).
The income statement charge for a period represents the movement
in cumulative expense recognised at the beginning and end of that
period. No expense is recognised for awards that do not ultimately
vest, except for awards where vesting is conditional upon a market
or non-vesting condition, which are treated as vesting irrespective
of whether or not the market or non-vesting condition is satisfied,
provided that all other performance and/or service conditions are
satisfied.
Where the Company grants awards over its own shares to the
employees of its subsidiaries, it recognises, in the Parent Company
Financial Statements, an increase in the cost of investment in its
subsidiaries equivalent to the equity-settled share-based payment
charge recognised in its Consolidated Financial Statements with
the corresponding credit being recognised directly in equity.
Notes to the Parent Company Financial Statements
IHG | Annual Report and Form 20-F 2020
205
Parent Company Financial Statements Notes to the Parent Company Financial Statements continued
2. Directors’ remuneration
The average number of Directors of the Company during the year, analysed by category, was as follows:
Number of Directors
Non-Executive Directors
Executive Directors
Directors’ remuneration
Base salaries, fees, performance payments and benefits
2020
2019
9
3
12
8
3
11
2020
£m
2019
£m
3.3
5.0
More detailed information on the remuneration, including pensions, share awards and shareholdings for each Director is shown in the Directors’
Remuneration Report on pages 96 to 111.
The number of Directors in respect of whose qualifying services shares were received or receivable
under long-term incentive schemes
3. Investments
Cost and net book value
At 1 January 2020
Share-based payments capital contribution
At 31 December 2020
2020
2019
3
3
£m
3,106
25
3,131
The Company is the beneficial owner of all the equity share capital of InterContinental Hotels Limited, a company registered in England
and Wales.
A full list of subsidiary and other related undertakings is given in note 34 of the Group Financial Statements on pages 197 to 199.
4. Debtors
Due after more than one year
Deferred tax (note 5)
Due within one year
Amounts due from Group undertakings
Corporate tax
Deferred tax (note 5)
2020
£m
2019
£m
18
18
926
1
–
927
–
–
11
13
1
25
206
IHG | Annual Report and Form 20-F 2020
Parent Company Financial Statements
5. Deferred tax
At 1 January 2020
Income statement
Other comprehensive income
At 31 December 2020
Currency
swaps
£m
Tax losses
£m
Total
£m
1
–
3
4
–
14
–
14
1
14
3
18
The Company records fair value movements on its currency swaps in other comprehensive income. Deferred tax represents future tax
impacts when such amounts are recycled from reserves. In addition, the Company generated significant losses in the period that have been
carried forward for tax purposes. A deferred tax asset is recognised in this respect on the basis of an expectation of sufficient future profits
within the Group in the short term against which the future reversal of the temporary difference may be deducted.
6. Derivative financial instruments and hedging
Currency swaps have been transacted to swap the proceeds from the euro bonds to sterling as follows:
Pay leg
Interest rate Receive leg
Interest rate Maturity
Hedged item
November 2018
October 2020
£436m 3.5%
£454m 2.7%
€500m
€500m
2.125%
1.625%
May 2027
€500m 2.125% bonds 2027
October 2024
€500m 1.625% bonds 2024
Fair value
2019
£m
(16)
–
2020
£m
–
(14)
Hedge ineffectiveness arises where the cumulative changes in the fair value of the swaps exceed the change in the fair value of the bonds.
The change in value of the hedged item used as the basis for recognising hedge ineffectiveness for the period was £5m (2019: £24m).
The cash flow hedging reserve is analysed as follows:
At 1 January 2019
Costs of hedging deferred and recognised in other comprehensive income
Change in fair value of currency swap recognised in other comprehensive income
Reclassified from other comprehensive income to profit or loss – included in financial expenses
Deferred tax
At 31 December 2019
Costs of hedging deferred and recognised in other comprehensive income
Change in fair value of currency swaps recognised in other comprehensive income
Reclassified from other comprehensive income to profit or loss – included in financial expenses
Deferred tax
At 31 December 2020
Cash flow hedging reserve
Value of
currency
swaps
£m
Costs of
hedging
£m
(1)
–
(30)
30
1
–
–
(1)
(11)
3
(9)
(1)
(4)
–
–
–
(5)
(5)
–
–
–
(10)
Total
£m
(2)
(4)
(30)
30
1
(5)
(5)
(1)
(11)
3
(19)
Notes to the Parent Company Financial Statements
IHG | Annual Report and Form 20-F 2020
207
Parent Company Financial Statements
Notes to the Parent Company Financial Statements continued
7. Creditors: amounts falling due within one year
Amounts due to Group undertakings
Loans and other borrowings (commercial paper)
More detailed information on loans and other borrowings is shown in note 22 of the Group Financial Statements on pages 177 and 178.
8. Creditors: amounts falling due after one year
Derivative financial liabilities (note 6)
Loans and other borrowings:
£173m 3.875% bonds 2022 (2019: £400m)
€500m 1.625% bonds 2024
£300m 3.75% bonds 2025
£350m 2.125% bonds 2026
€500m 2.125% bonds 2027
£400m 3.375% bonds 2028
2020
£m
–
600
600
2020
£m
14
173
448
302
351
453
397
2019
£m
253
–
253
2019
£m
16
400
–
302
350
427
–
2,138
1,495
More detailed information on loans and other borrowings is shown in note 22 of the Group Financial Statements on pages 177 and 178.
9. Employee benefits
Share-based payments
The Company operates the Annual Performance Plan, Long Term Incentive Plan (performance-related awards and restricted stock units) and
the Colleague Share Plan.
More detailed information on the plans is shown in note 28 of the Group Financial Statements on pages 191 and 192.
The weighted average share price at the date of exercise for share awards vested during the year was 4,874.5p (2019: 4,584.8p).
The share awards outstanding at the year end have a weighted average contractual life of 1.0 years (2019: 1.1 years) for the Annual
Performance Plan, 1.4 years (2019: 1.3 years) for performance-related awards and 1.3 years (2019: 1.2 years) for restricted stock units.
208
IHG | Annual Report and Form 20-F 2020
Parent Company Financial Statements 10. Capital and reserves
Allotted, called up and fully paid
At 1 January 2019 (ordinary shares of 1917/21p each)
Share capital consolidation
At 31 December 2020 and 31 December 2019 (ordinary shares of 20340/399p each)
Number
of shares
millions
197
(10)
187
Equity
share
capital
£m
39
–
39
The authority given to the Company at the Annual General Meeting (AGM) held on 7 May 2020 to purchase its own shares was still valid at
31 December 2020. A resolution to renew the authority will be put to shareholders at the AGM on 7 May 2021.
The Company no longer has an authorised share capital.
At 31 December 2020, 5,061,408 (2019: 5,684,427) shares with a nominal value of £1,055,411 (2019: £1,185,324) were held as treasury
shares at cost.
The share premium account represents the amount of proceeds received for shares in excess of their nominal value.
11. Dividends and shareholder returns
Paid during the year:
Final (declared for previous year)
Interim
Special
2020
pence per
share
2019
pence per
share
2020
£m
–
–
–
–
60.4
32.0
203.8
296.2
–
–
–
–
2019
£m
110
58
388
556
On 20 March 2020, the Board withdrew its recommendation of a final dividend in respect of 2019 of 85.9¢ per share (approximately
$150m). A final dividend in respect of 2020 is not proposed and there was no interim dividend for the year. The Board will consider future
dividends once visibility of the pace and scale of market recovery has improved.
12. Contingencies
There are no contingent liabilities to disclose in respect of guarantees of the liabilities of subsidiaries (2019: £95m).
Notes to the Parent Company Financial Statements
IHG | Annual Report and Form 20-F 2020
209
Parent Company Financial Statements
Additional Information
Additional
Information
212 Other financial information
219 Directors’ Report
224 Group information
224 History and developments
224 Risk factors
230 Directors’ and Executive Committee
members’ shareholdings
230 Executive Directors’ benefits
upon termination of office
231 Description of securities other
than equity securities
232 Articles of Association
233 Working Time Regulations 1998
234 Material contracts
235 Legal proceedings
235 Exchange controls and restrictions
on payment of dividends
236 Shareholder information
236 Taxation
238 Disclosure controls and procedures
239 Summary of significant corporate
governance differences from
NYSE listing standards
240 Selected five-year consolidated
financial information
241 Return of funds
242 Purchases of equity securities
by the Company and affiliated
purchasers
242 Dividend history
243 Shareholder profiles
244 Exhibits
245 Forward-looking statements
246 Form 20-F cross-reference guide
248 Glossary
250 Useful information
250 Investor information
251 Financial calendars
251 Contacts
Regent Shanghai Pudong, China
210
IHG | Annual Report and Form 20-F 2020
Additional Information
IHG | Annual Report and Form 20-F 2020
211
Additional informtaion Other financial information
Use of Non-GAAP measures
In addition to performance measures directly observable in the Group Financial Statements (IFRS measures), additional measures
(described as Non-GAAP) are presented that are used internally by management as key measures to assess performance. Non-GAAP
measures are either not defined under IFRS or are adjusted IFRS figures.
Further explanation in relation to these measures and their definitions can be found on pages 47 to 51.
Revenue and operating profit Non-GAAP reconciliations
Highlights for the year ended 31 December 2020
Reportable segments
Per Group income statement
System Fund
Reimbursement of costs
Operating exceptional items
Reportable segments
Reportable segments analysed as:
Fee business
Owned, leased and managed lease
Underlying revenue and underlying operating profit
Reportable segments (see above)
Significant liquidated damages
Owned asset disposalsa
Currency impact
Underlying revenue and underlying
operating profit
2020
$m
2,394
(765)
(637)
–
992
2019
$
4,627
(1,373)
(1,171)
–
Change
$m
(2,233)
608
534
–
Revenue
Change
%
(48.3)
(44.3)
(45.6)
–
2,083
(1,091)
(52.4)
823
169
992
1,510
573
2,083
(687)
(404)
(1,091)
(45.5)
(70.5)
(52.4)
2020
$m
992
(1)
(2)
–
2019
$m
2,083
(11)
(12)
–
Change
$m
(1,091)
10
10
–
Revenue
Change
%
(52.4)
(90.9)
(83.3)
–
2020
$m
(153)
102
–
270
219
278
(59)
219
2020
$m
219
(1)
(3)
–
2019
$m
630
49
–
186
865
813
52
865
2019
$m
865
(11)
(2)
(2)
Operating profit
Change
$m
(783)
53
–
84
(646)
Change
%
(124.3)
108.2
–
45.2
(74.7)
(535)
(111)
(646)
(65.8)
(213.5)
(74.7)
Operating profit
Change
$m
(646)
10
(1)
–
Change
%
(74.7)
(90.9)
50.0
–
989
2,060
(1,071)
(52.0)
215
850
(635)
(74.7%)
a The results of the Holiday Inn Melbourne Airport have been removed in 2020 (being the year of disposal) and the prior year to determine underlying growth compared to the prior year.
Underlying fee revenue
Reportable segments fee business (see above)
Significant liquidated damages
Currency impact
Underlying fee revenue
a Reported as a KPI on page 44.
2020
$m
823
(1)
–
2019
$m
1,510
(11)
(4)
Change
$m
(687)
10
4
Revenue
Change
%
(45.5)
(90.9)
–
822
1,495
(673)
(45.0)ª
212
IHG | Annual Report and Form 20-F 2020
Additional Information Highlights by region for the year ended 31 December 2020 (continued)
Americas
Per Group financial statements, note 2
Reportable segments analysed asª:
Fee business
Owned, leased and managed lease
Reportable segments (see above)
Currency impact
Underlying revenue and underlying
operating profit
a Revenues as included in the Group Financial Statements, note 3.
b Before exceptional items.
EMEAA
Per Group financial statements, note 2
Reportable segments analysed asª:
Fee business
Owned, leased and managed lease
Reportable segments (see above)
Significant liquidated damages
Owned asset disposalsc
Currency impact
Underlying revenue and underlying
operating profit
2020
$m
512
457
55
512
512
–
512
2020
$m
221
107
114
221
221
(1)
(2)
–
2019
$m
1,040
853
187
1,040
Change
$m
Revenue
Change
%
(528)
(50.8)
(396)
(132)
(528)
(46.4)
(70.6)
(50.8)
1,040
(528)
(50.8)
(5)
5
–
1,035
(523)
(50.5)
2019
$m
723
337
386
723
723
(11)
(12)
4
Change
$m
Revenue
Change
%
(502)
(69.4)
(230)
(272)
(502)
(502)
10
10
(4)
(68.2)
(70.5)
(69.4)
(69.4)
(90.9)
(83.3)
–
2020
$m
296
323
(27)
296
296
–
296
2020
$m
(50)
(18)
(32)
(50)
(50)
(1)
(3)
–
2019
$m
700
663
37
700
700
(4)
Operating profitb
Change
$m
Change
%
(404)
(57.7)
(340)
(64)
(404)
(404)
4
(51.3)
(173.0)
(57.7)
(57.7)
–
696
(400)
(57.5)
2019
$m
217
202
15
217
217
(11)
(2)
2
Operating profitb
Change
$m
Change
%
(267)
(123.0)
(220)
(47)
(267)
(267)
10
(1)
(2)
(108.9)
(313.3)
(123.0)
(123.0)
(90.9)
50.0
–
218
704
(486)
(69.0)
(54)
206
(260)
(126.2)
a Revenues as included in the Group Financial Statements, note 3.
b Before exceptional items.
c The results of the Holiday Inn Melbourne Airport have been removed in 2020 (being the year of disposal) and the prior year to determine underlying growth compared to the prior year.
Greater China
Per Group financial statements, note 2
Reportable segments analysed asª:
Fee business
Reportable segments (see above)
Currency impact
Underlying revenue and underlying
operating profit
a Revenues as included in the Group Financial Statements, note 3.
b Before exceptional items.
2020
$m
77
2019
$m
135
Change
$m
Revenue
Change
%
(58)
(43.0)
2020
$m
35
2019
$m
73
Operating profitb
Change
$m
Change
%
(38)
(52.1)
77
77
–
77
135
(58)
(43.0)
135
2
137
(58)
(2)
(43.0)
–
(60)
(43.8)
35
35
–
35
73
73
–
73
(38)
(52.1)
(38)
–
(38)
(52.1)
–
(52.1)
Other financial information
IHG | Annual Report and Form 20-F 2020
213
Additional informtaion Other financial information continued
2019
$m
4,627
(1,373)
(1,171)
–
2018
$m
4,337
(1,233)
(1,171)
–
2,083
1,933
Change
$m
290
(140)
–
–
150
1,510
573
2,083
1,486
447
1,933
24
126
150
Revenue
Change
%
6.7
11.4
–
–
7.8
1.6
28.2
7.8
Highlights for the year ended 31 December 2019
Reportable segments
Per Group income statement
System Fund
Reimbursement of costs
Operating exceptional items
Reportable segments
Reportable segments analysed as:
Fee business
Owned, leased and managed lease
Underlying fee revenue
Reportable segments fee business (see above)
Significant liquidated damages
Acquisitionsa
Currency impact
Underlying fee revenue
2019
$m
630
49
–
186
865
813
52
865
2019
$m
1,510
(11)
(14)
–
Operating profit
2018
$m
Change
$m
582
146
–
104
832
793
39
832
2018
$m
1,486
(13)
–
(17)
Change
%
8.2
(66.4)
–
78.8
4.0
2.5
33.3
4.0
48
(97)
–
82
33
20
13
33
Revenue
Change
$m
Change
%
24
2
(14)
17
29
1.6
(15.4)
–
–
2.0b
1,485
1,456
a The results of acquired businesses (Six Senses and two UK portfolio hotels) are removed only in the year of acquisition when determining underlying growth compared to the prior year.
b Reported as a KPI on page 44.
Highlights for the year ended 31 December 2018
Reportable segments
Per Group income statement
System Fund
Reimbursement of costs
Operating exceptional items
Reportable segments
Reportable segments analysed as:
Fee business
Owned, leased and managed lease
Underlying fee revenue
Reportable segments fee business (see above)
Significant liquidated damages
Acquisitionsa
Currency impact
Underlying fee revenue
2018
$m
4,337
(1,233)
(1,171)
–
1,933
1,486
447
1,933
2017
$m
4,075
(1,242)
(1,103)
–
1,730
1,379
351
1,730
Change
$m
Revenue
Change
%
262
9
(68)
–
203
107
96
203
6.4
(0.7)
6.2
–
11.7
7.8
27.4
11.7
2018
$m
582
146
–
104
832
793
39
832
2018
$m
1,486
(13)
(1)
–
2017
$m
744
34
–
(4)
774
731
43
774
2017
$m
1,379
–
–
4
1,472
1,383
Operating profit
Change
$m
(162)
112
–
108
58
62
(4)
58
Change
$m
107
(13)
(1)
(4)
89
Change
%
(21.8)
329.4
–
(2,700.0)
7.5
8.5
(9.3)
7.5
Revenue
Change
%
7.8
–
–
–
6.4b
a The results of acquired businesses (Regent and the UK portfolio) are removed only in the year of acquisition when determining underlying growth compared to the prior year.
b Reported as a KPI on page 44.
214
IHG | Annual Report and Form 20-F 2020
Additional Information Fee margin reconciliation
Revenue
Reportable segments analysed as fee business (page 150)
Significant liquidated damages
Captive insurance company (note 21)
Operating profit
Reportable segments analysed as fee business (pages 212 and 214)
Significant liquidated damages
Captive insurance company (note 21)
Fee margina
a Reported as a KPI on page 45.
Net capital expenditure reconciliation
$m
Net cash from investing activities
Adjusted for:
Contract acquisition costs net of repayments
System Fund depreciation and amortisationa
Acquisition of businesses, net of cash acquired
Payment of contingent purchase consideration
Net capital expenditure
Analysed as:
Capital expenditure: maintenance (including contract acquisition costs, net of repayments of $64m (2019: $61m))
Capital expenditure: recyclable investments
Capital expenditure: System Fund capital investments
Net capital expenditure
a Excludes depreciation on right-of-use assets.
Gross capital expenditure reconciliation
$m
Net capital expenditure
Add back:
Disposal receipts
Repayments of contract acquisition costs
Distributions from associates and joint ventures
System Fund depreciation and amortisationa
Gross capital expenditure
Analysed as:
Capital expenditure: maintenance (including gross contract acquisition costs of $64m (2019: $62m))
Capital expenditure: recyclable investments
Capital expenditure: System Fund capital investments
Gross capital expenditure
a Excludes depreciation on right-of-use assets.
2020
$m
2019
$m
2018
$m
2017
$m
823
(1)
(19)
803
278
(1)
(3)
274
1,510
1,486
1,379
(11)
(19)
(13)
(11)
–
(9)
1,480
1,462
1,370
813
(11)
(1)
801
793
(13)
(1)
779
731
–
–
731
34.1%
54.1%
53.3%
53.4%
12 months ended
31 December
2020
$m
(61)
(64)
58
–
–
(67)
(107)
17
23
(67)
2019
$m
(493)
(61)
49
292
2
(211)
(147)
(15)
(49)
(211)
12 months ended
31 December
2020
$m
(67)
(18)
–
(5)
(58)
(148)
(107)
(6)
(35)
(148)
2019
$m
(211)
(4)
(1)
–
(49)
(265)
(148)
(19)
(98)
(265)
Other financial information
IHG | Annual Report and Form 20-F 2020
215
Additional informtaion Other financial information continued
Free cash flow reconciliation
Net cash from operating activities
Adjusted for:
Payment of contingent purchase consideration
Principal element of lease payments
Purchase of shares by employee share trusts
Capital expenditure: maintenance (excluding contract acquisition costs)
Cash receipt from renegotiation of long-term partnership agreement
Free cash flowb
a Does not include the impact of IFRS 15 or IFRS 16.
b Reported as a KPI on page 45.
Adjusted interest reconciliation
12 months ended 31 December
2020
$m
137
–
(65)
–
(43)
–
29
2019
$m
653
6
(59)
(5)
(86)
–
509
2018
$m
709
–
(35)
(3)
(60)
–
611
2017
$m
616
–
(25)
(3)
(72)
–
516
2016ª
$m
710
–
–
(10)
(54)
(95)
551
Net financial expenses
Financial income
Financial expenses
Adjusted for:
Interest payable on balances with the System Fund
Capitalised interest relating to System Fund assets
Exceptional financial expenses
Adjusted interest
Adjusted EBITDAª reconciliation
Operating profit
Add back
System Fund result
Operating exceptional items
Depreciation and amortisation
Adjusted EBITDA
a For covenant purposes, calculated on a frozen GAAP basis, adjusted EBITDA is $272m (2019: $897m).
12 months ended
31 December
2020
$m
4
(144)
(140)
(3)
(1)
14
10
(130)
2019
$m
630
49
186
116
981
2019
$m
6
(121)
(115)
(13)
(5)
–
(18)
(133)
2018
$m
582
146
104
115
947
2020
$m
(153)
102
270
110
329
216
IHG | Annual Report and Form 20-F 2020
Additional Information Revenue per available room (RevPAR), average daily rate and occupancy
RevPAR is the primary metric used by management to track hotel performance across regions and brands. RevPAR is also a commonly used
performance measure in the hotel industry. RevPAR comprises IHG System rooms revenue divided by the number of room nights available
and can be mathematically derived from occupancy rate multiplied by average daily rate (ADR). Occupancy rate is rooms occupied by hotel
guests expressed as a percentage of rooms that are available. ADR is rooms revenue divided by the number of room nights sold.
References to RevPAR, occupancy and average daily rate are presented on a comparable basis comprising groupings of hotels that have
traded in all months in both the current and prior year. The principal exclusions in deriving this measure are new hotels, hotels closed for
major refurbishment and hotels sold in either of the two years. RevPAR and ADR are quoted at a constant US$ conversion rate, in order to
allow a better understanding of the comparable year-on-year trading performance excluding distortions created by fluctuations in
exchange rates.
The following tables present RevPAR statistics for the year ended 31 December 2020 and a comparison to 2019. Fee business and owned,
leased and managed lease statistics are for comparable hotels and include only those hotels in the Group’s System at 31 December 2020
and franchised, managed, owned, leased or managed lease by the Group since 1 January 2019. The comparison with 2019 is at constant
US$ exchange rates.
Americas
InterContinental
Occupancy
Average daily rate
RevPAR
Kimpton
Occupancy
Average daily rate
RevPAR
Crowne Plaza
Occupancy
Average daily rate
RevPAR
Hotel Indigo
Occupancy
Average daily rate
RevPAR
EVEN Hotels
Occupancy
Average daily rate
RevPAR
Holiday Inn
Occupancy
Average daily rate
RevPAR
Holiday Inn Express
Occupancy
Average daily rate
RevPAR
Staybridge Suites
Occupancy
Average daily rate
RevPAR
Candlewood Suites
Occupancy
Average daily rate
RevPAR
Fee business
Change vs
2019
2020
Owned, leased and
managed lease
2020
Change vs
2019
24.9%
(47.2)ppt
$178.70
$44.46
(16.0%)
(71.0%)
28.4% (50.9)ppt
$212.25
(15.5)%
$60.31
(69.7)%
27.6%
(36.8)ppt
$104.03
$28.76
(18.6)%
(65.1)%
39.1% (33.0)ppt
$129.15
(20.6)%
$50.46
(57.0)%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
30.2%
(45.4)ppt
41.2%
(34.8)ppt
$104.18
(35.4)%
$104.80
(29.9)%
$31.42
(74.2)%
$43.21
(62.0)%
36.5%
(29.4)ppt
32.1%
(51.3)ppt
$98.21
(13.4)%
$ 179.34
(1.7)%
$35.90
(52.0)%
$57.56
(62.2)%
45.7%
(23.1)ppt
$100.19
(12.1)%
$45.81
(41.6)%
55.4%
(19.3)ppt
$100.48
(13.7)%
$55.69
(36.0)%
61.7%
(10.6)ppt
$78.97
$48.74
(9.8)%
(23.0)%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Other financial information
IHG | Annual Report and Form 20-F 2020
217
Additional informtaion Other financial information continued
RevPAR, average daily rate and occupancy continued
EMEAA
InterContinental
Occupancy
Average daily rate
RevPAR
Crowne Plaza
Occupancy
Average daily rate
RevPAR
Hotel Indigo
Occupancy
Average daily rate
RevPAR
Holiday Inn
Occupancy
Average daily rate
RevPAR
Holiday Inn Express
Occupancy
Average daily rate
RevPAR
Staybridge Suites
Occupancy
Average daily rate
RevPAR
Greater China
InterContinental
Occupancy
Average daily rate
RevPAR
HUALUXE
Occupancy
Average daily rate
RevPAR
Crowne Plaza
Occupancy
Average daily rate
RevPAR
Hotel Indigo
Occupancy
Average daily rate
RevPAR
Holiday Inn
Occupancy
Average daily rate
RevPAR
Holiday Inn Express
Occupancy
Average daily rate
RevPAR
218
IHG | Annual Report and Form 20-F 2020
Fee business
Change vs
2019
2020
Owned, leased and
managed lease
2020
Change vs
2019
31.9% (40.5)ppt
24.5%
(49.7)ppt
$157.63
(20.2)%
$304.25
0.6%
$50.34
(64.8)%
$74.65
(66.7)%
30.2%
(43.5)ppt
$105.13
(13.4)%
$31.72
(64.5)%
27.8%
(51.1)ppt
$107.49
(25.3)%
$29.90
(73.7)%
31.9%
(41.6)ppt
$80.88
(17.8)%
$25.80
(64.3)%
35.4%
(41.9)ppt
$67.29
(22.4)%
$23.85
(64.5)%
41.4%
(30.2)ppt
$114.94
(7.7)%
$47.61
(46.6)%
45.1%
(18.7)ppt
$103.33
(10.6)%
$46.64
(36.8)%
44.6%
(6.8)ppt
$58.78
(8.2)%
$26.24
(20.4)%
40.6%
(18.3)ppt
$67.84
(10.7)%
$27.54
(38.4)%
42.7%
(19.9)ppt
$108.63
(17.8)%
$46.34
(44.0)%
39.6%
(22.8)ppt
$52.50
(16.4)%
$20.80
(46.9)%
43.4%
(17.7)ppt
$37.18
$16.14
(16.5)%
(40.6)%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Additional Information Directors’ Report
This Directors’ Report includes the information required to be given
in line with the Companies Act or, where provided elsewhere, an
appropriate cross reference is given. The Governance Report
approved by the Board is provided on pages 74 to 111 and
incorporated by reference herein.
Subsidiaries, joint ventures and associated undertakings
The Group has over 400 subsidiaries, joint ventures and related
undertakings (including branches). A list of subsidiaries and
associated undertakings disclosed in accordance with the
Companies Act is provided at note 34 of the Group Financial
Statements on pages 197 to 199.
Directors
For biographies of the current Directors see pages 76 to 79.
Directors’ and Officers’ (D&O) liability insurance and existence of
qualifying indemnity provisions
The Company maintains the Group’s D&O liability insurance policy,
which covers Directors and Officers of the Company defending civil
proceedings brought against them in their capacity as Directors or
Officers of the Company (including those who served as Directors or
Officers during the year). There were no indemnity provisions relating
to the UK pension plan for the benefit of the Directors during 2020.
Articles of Association
The Company’s Articles of Association may only be amended by
special resolution and are available on the Company’s website at
www.ihgplc.com/investors under Corporate governance.
A summary is provided on pages 232 and 233.
Shares
Share capital
The Company’s issued share capital at 31 December 2020 consisted
of 187,717,720 ordinary shares of 20 340/399 pence each, including
5,061,408 shares held in treasury, which constituted 2.7% of the total
issued share capital (including treasury shares). There are no special
control rights or restrictions on share transfers or limitations on the
holding of any class of shares.
During 2020, 623,019 shares were transferred from treasury to the
employee share ownership trust.
As far as is known to management, IHG is not directly or indirectly
owned or controlled by another company or by any government.
The Board focuses on shareholder value creation. When it decides to
return capital to shareholders, it considers all of its options,
including share buybacks and special dividends.
Share issues and buybacks
In 2020, the Company did not issue any new shares, nor did it buy
back any existing shares.
Dividends
During the year, the Company took several steps to protect its cash
flow, including the Board withdrawing its recommendation of a final
dividend in respect of 2019 of 85.9 ¢ per share. An interim dividend
in respect of 2020 was not paid and the Board will continue to defer
consideration of further dividends until visibility of the pace and
scale of market recovery has improved.
Major institutional shareholders
As at 22 February 2021, the Company had been notified of the
following significant holdings in its ordinary shares under the UK
Disclosure Guidance and Transparency Rules (DTRs):
Shareholder
BlackRock, Inc.
Boron Investments B.V.
Cedar Rock Capital Limited
Fiera Capital Corporation
Fundsmith LLP
Royal Bank of Canada
As at 22 February 2021
As at 17 February 2020
As at 18 February 2019
Ordinary
shares/ADSsa
10,429,827b
6,890,000
14,923,417
11,037,891
10,222,246
9,161,021c
%a
5.71
3.77
5.07
6.06
5.18
5.01
Ordinary
shares/ADSsa
9,939,317
11,450,000
14,923,417
11,037,891
10,222,246
n/a
%a
5.46
6.01
5.07
6.06
5.18
n/a
Ordinary
shares/ADSsa
10,165,234
11,450,000
14,923,417
9,662,767
10,222,246
n/a
%a
5.60
6.01
5.07
5.07
5.18
n/a
a The number of shares and percentage of voting rights was determined at the time of the relevant disclosures made in accordance with Rule 5 of the DTRs and doesn’t necessarily
reflect the impact of any share consolidation or any changes in shareholding subsequent to the date of notification that are not required to be notified to us under the DTRs.
b Total shown includes 1,431,074 qualifying financial instruments to which voting rights are attached.
c Total shown includes 123,160 qualifying financial instruments to which voting rights are attached.
In addition to the above notifications, the Company had been notified of the following holdings in its ordinary shares:
FMR LLC notified the Company on 22 January 2020 that it held less than 5% of voting rights.
BLS Capital Fondsmaeglerselskab A/S notified the Company on 10 November 2020 that it held less than 3% of voting rights.
As at 22 February 2021, the Company had not received any further notifications in relation to the holdings referred to above.
The Company’s major shareholders have the same voting rights as other shareholders. The Company does not know of any arrangements
the operation of which may result in a change in its control.
For further details on shareholder profiles, see page 243.
Directors’ Report
IHG | Annual Report and Form 20-F 2020
219
Additional informtaion
Directors’ Report continued
2020 share awards and grants to employees
Our current policy is to settle the majority of awards or grants under
the Company’s share plans with shares purchased in the market or
from shares held in treasury; however, the Company continues to
review this policy. The Company’s share plans incorporate the
current Investment Association’s guidelines on dilution which
provide that commitments to new shares or re-issue treasury shares
under executive plans should not exceed 5% of the issued ordinary
share capital of the Company (adjusted for share issuance and
cancellation) in any 10-year period. During the financial year ended
31 December 2020, the Company transferred 623,019 treasury
shares (0.33% of the total issued share capital) to satisfy obligations
under its share plans.
The estimated maximum dilution from awards made under the
Company’s share plans over the last 10 years is 3.5%.
As at 31 December 2020, no options were outstanding. The
Company has not utilised the authority given by shareholders at
any of its AGMs to allot shares for cash without first offering such
shares to existing shareholders.
Employee share ownership trust (ESOT)
IHG operates an ESOT for the benefit of employees and former
employees. The ESOT receives treasury shares from the Company
and purchases ordinary shares in the market and releases them
to current and former employees in satisfaction of share awards.
During 2020, the ESOT released 736,673 shares and at
31 December 2020 it held 68,319 ordinary shares in the Company.
The ESOT adopts a prudent approach to purchasing shares, using
funds provided by the Group, based on expectations of future
requirements.
In July 2019, shares held in the ESOT that had been allocated to
share plan participants under the Annual Performance Plan were
transferred to Equatex UK Limited (now Computershare Investor
Services Plc) where they are held in a nominee account on behalf of
those participants (Nominee). The shares held by the Nominee have
been allocated to share plan participants on terms that entitle those
participants to request or require the Nominee to exercise the voting
rights relating to those shares. The Nominee shall exercise those
votes in accordance with the directions of the participants. Shares
that have not been allocated to share plan participants under such
terms continue to be held by the ESOT and the trustee may vote or
abstain from exercising their voting rights in relation to those shares,
or accept or reject any offer relating to the shares, in any way
it sees fit.
As at 31 December 2020, the Nominee held 294,932 ordinary shares
in the Company, in the form of unvested share plan awards,
allocated to Annual Performance Plan share plan participants.
Unless otherwise requested by the Company, the trustee of the
ESOT waives all ordinary dividends on the shares held in the ESOT,
other than shares which have been allocated to participants on
terms which entitle them to the benefit of dividends, except for such
amount per share as shall, when multiplied by the number of shares
held by it on the relevant date, equal one pence or less.
Colleague Share Plan
The Company’s Colleague Share Plan rules (Rules) were approved by
shareholders at the Company’s 2019 AGM. A summary of the Rules
is set out in the appendix to the notice of the Company’s 2019 AGM,
which is available at www.ihgplc.com/investors under Shareholder
centre in the AGMs and meetings section. Following a detailed
communication plan, invitations to join the Colleague Share Plan
were sent to all eligible corporate employees at the end of 2019 with
the first plan year commencing in January 2020 (Plan Year).
In accordance with the Rules, participant contributions have
been used to purchase shares on a monthly basis on behalf of the
individuals (Purchased Shares) and held within the Nominee. At the
end of the Plan Year, the participants received a conditional right to
receive one share (Matching Share) for every one Purchased Share
that they have purchased. Providing the participants hold the
Purchased Shares in the Nominee until the first anniversary
of the end of the Plan Year, the conditional right to Matching
Shares will vest.
As at 31 December 2020, the Nominee held 35,776 ordinary shares
on behalf of Colleague Share Plan participants.
The second plan year commenced in January 2021 following the
annual communication inviting employees to participate, and as at
22 February 2021, the Nominee held 2,683 Purchased Shares in
relation to the second plan year.
Future business developments of the Group
Further details on these are set out in the
Strategic Report on pages 2 to 71.
Employees and Code of Conduct
Having a predominantly franchised and managed business model
means that not all of those people who work at hotels operated
under our brands are our employees. When the Group’s entire estate
is taken into account (including those working in our franchised and
managed hotels), approximately 350,000 people worked globally
across IHG’s brands as at 31 December 2020. Further details on our
employees and Code of Conduct are set out in the Strategic Report
on pages 24 and 25.
The average number of IHG employees, including part-time
employees, during 2020 were as follows:
• 8,146 people worldwide (including those in our corporate offices,
central reservations offices and owned hotels (excluding those in
a category below)), whose costs were borne by the Group;
• 4,686 people who worked directly on behalf of the System Fund
and whose costs were borne by the System Fund; and
• 15,980 General Managers and (in the US predominantly) other
hotel workers, who work in managed hotels, who have contracts or
are directly employed by IHG and whose costs are borne by those
hotels.
See note 4 of the Group Financial Statements on page 153
for more information.
Employment of disabled persons
IHG continues to focus on providing an inclusive environment, in
which employees are valued for who they are and what they bring to
the Group, and in which talented individuals are retained through all
levels of the organisation – see pages 26 to 28.
We look to appoint the most appropriate person for the job
and are committed to providing equality of opportunity to all
employees without discrimination. Every effort is made to ensure
that applications for employment from disabled employees are fully
and fairly considered and that disabled employees have equal
opportunities to training, career development and promotion.
The Code of Conduct applies to all Directors, officers and
employees and complies with the NYSE rules as set out in Section
406 of the US Sarbanes-Oxley Act 2002. Further details can be
found on page 239.
For more information on the Group’s employment policies,
including equal opportunities, employee communications
and development, see pages 26 to 28, and our website
www.ihgplc.com/responsible-business
220
IHG | Annual Report and Form 20-F 2020
Additional Information Greenhouse gas (GHG) emissions
By delivering more environmentally sustainable hotels, we create
value for IHG, our owners and all our stakeholders. We recognise
the risks from climate change and the importance of reducing our
carbon footprint and in 2020 have published our 2030 carbon
reduction targets, approved by the Science Based Targets initiative.
During 2020, due mainly to the impacts of Covid-19 on our industry,
our absolute Scope 1, 2 and 3 (FERA) GHG emissions from our
owned, leased and managed hotels fell by 23%, from a 2018 base
year (against a 2030 reduction target of 15%), and our Scope 3 GHG
emissions from our franchised hotels fell by 18% per square metre,
from a 2018 base year (against a 2030 reduction target of 46% per
square meter). Covid-19 has significantly impacted occupancy levels
across our estate and required intermittent hotel closures in many
locations, which in turn has significantly lowered our carbon footprint
for the year. As the industry recovers, we will continue to focus on
achieving our carbon reduction goals by driving energy efficiency in
our hotels and increasingly looking at renewable energy solutions.
Reporting boundary
Measure
Global
2020
UK and UK
offshore only
2019
UK and UK
offshore only
Global
2018
UK and UK
offshore only
Global
Emissions from
operations under our
direct control
– corporate offices and
IHG owned, leased and
managed hotels
Energy – fuel use and
refrigerants (hotels and
transport) (kWh)
Energy – purchased
electricity, heat, steam
and cooling (kWh)
1,521,594,818
8,153,192
2,102,512,059
16,862,206
2,057,587,064
22,402,103
2,941,644,820
12,504,410
3,788,758,919
22,032,986
3,575,195,407
18,269,535
Scope 1 Direct emissions
– fuel use and refrigerants
(tCO2e)
Scope 2 Indirect
emissions – purchased
energy (tCO2e,
location-based)
Scope 2 Indirect
emissions – purchased
energy (tCO2e,
market-based)
Total Scope 1 and 2
(tCO2e, location-based)
Scope 1 and 2 intensity
(tCO2e per $000
revenue, location-based)
Scope 3 Indirect
emissions from
franchised hotels (tCO2e)
342,504
1,558
491,740
3,286
481,047
4,316
1,529,400
2,917
2,014,868
5,623
1,926,948
5,057
1,536,108
2,917
2,035,966
5,623
1,955,209
5,057
1,871,903
4,475
2,506,609
8,909
2,407,995
0.35
0.07
0.21
0.03
0.21
9,374
0.04
1,904,006
90,632
2,689,433
148,820
2,714,512
161,197
Emissions from
operations outside our
direct control
– franchised hotels
Total GHG emissions
Scope 1, 2 and 3 (tCO2e)
3,775,909
95,107
5,196,041
157,729
5,122,507
170,571
Scope
We report Scope 1, Scope 2 and Scope 3 emissions as defined by
the GHG protocol:
• Scope 1 emissions are direct emissions from the burning of fuels
or from refrigerant losses by the emitter.
• Scope 2 emissions are indirect emissions generated by the energy
purchased or acquired by the emitter.
• Scope 3 emissions are indirect emissions that occur in a
company’s value chain.
Methodology
We have worked with external consultants to give us an up-to-date
picture of IHG’s carbon footprint and assess our performance
over time. To calculate our emissions, they use the GHG Protocol
Corporate Accounting and Reporting Standard methodology and
refer to other existing and emerging definitions, methodologies and
standards, as relevant. Our consultants use utility consumption data
as reported by hotels on the IHG Green Engage™ system, complete
outlier checks as necessary, apply sampling and extrapolation
methodology to estimate our global energy use and apply the
appropriate emission factors to calculate our GHG emissions.
For 2020, the sample covered 311 (88%) of our 354 UK hotels
and 4,649 (79%) of our 5,922 global hotels with occupancy during
the reporting period 2017-2020.
Global sample size was smaller in 2020 than in 2019 (92%), due
to the impacts of Covid-19 on our hotels and their capacity to
report utility data. Any missing datapoints for energy use in 2020
have been filled using average consumption per room night from
the nearest 12-month period. Region-brand, regional and global
average consumption per room night were calculated for each fuel
type and outliers were identified by comparison to the median of
the relevant region-brand group. Consumption data has been
estimated for non-reporting hotels based on region-brand average
consumption per room night, applied to a hotel’s number of room
nights. This ensures that all hotels have a consumption figure
corresponding to their occupied room nights. As IHG’s System size
is continually changing, 2019 and 2018 data have been restated.
With our 2020 reporting, we have moved to calendar year
reporting, showing annual GHG emissions for the period 1 January
to 31 December. In previous years, we reported emissions for the
period 1 October to 30 September, to ensure as much data as
possible was available for annual calculations. From 2020, we are
aligning our GHG reporting to our financial reporting period, to
enable analysis of both financial and non-financial indicators for
the same period.
Directors’ Report
IHG | Annual Report and Form 20-F 2020
221
Additional informtaion • The 8.5-year €500 million bond issued by the Company on
15 November 2018, under which, if the bond’s credit rating was
downgraded in connection with a change of control, the bond
holders would have the option to require the Company to redeem
or, at the Company’s option, repurchase the outstanding notes
together with interest accrued.
• The 4-year €500 million bond issued by the Company on
8 October 2020, under which, if the bond’s credit rating was
downgraded in connection with a change of control, the bond
holders would have the option to require the Company to redeem
or, at the Company’s option, repurchase the outstanding notes
together with interest accrued.
• The 8-year £400 million bond issued by the Company on
8 October 2020, under which, if the bond’s credit rating was
downgraded in connection with a change of control, the bond
holders would have the option to require the Company to redeem
or, at the Company’s option, repurchase the outstanding notes
together with interest accrued.
Further details on material contracts are set out on page 234.
Business relationships
The Group is party to a technology agreement with Amadeus
Hospitality Americas, Inc. (Amadeus), for the development and
hosting of the Group’s next generation Guest Reservation System.
The initial term of 10 years will expire in 2028, and the Group has the
right to extend this agreement for two additional periods of up to 10
years each on the same terms, conditions and pricing. The financial
and performance obligations in this agreement are guaranteed by
Amadeus IT Group S.A., the parent company of Amadeus Hospitality
Americas, Inc.
Otherwise, there are no specific individual contracts or
arrangements considered to be essential to the business of the
Group as a whole.
Disclosure of information to Auditor
For details, see page 114.
The Companies (Miscellaneous Reporting) Regulations 2018
An overview of how the Directors have had regard to the matters set
forth in Section 172(1)(a) to (f) of the Companies Act 2006 is provided
in the Section 172 statement on pages 22 to 23. Further details can
be found throughout the Strategic Report and Governance Report,
as indicated in the Section 172 statement.
Specifically, a description of the actions taken by the Directors
during the year to provide employees with information on matters
concerning them, engage with employees to make better informed
decisions, encourage employee involvement in the Company’s
employee share scheme and increase employee awareness of the
financial and economic factors affecting the performance of the
Company, can be found in our Employee engagement statement on
page 26, throughout the Governance Report and on page 220.
Our statement of business relationships with suppliers, customers
and others is set out on page 31.
Directors’ Report continued
Energy reduction initiatives
IHG hotels globally use the IHG Green Engage™ system, a
comprehensive online environmental management platform that
helps them measure, track and report their utility consumption and
carbon footprint, as well as providing over 200 ‘Green Solutions’
with detailed guidance to support hotels in reducing their energy,
water and waste impacts. To comply with the IHG Green Engage™
standard, hotels are required amongst others to report their monthly
energy consumption and complete key energy saving actions. In
addition, hotels are set annual carbon reduction targets to drive
continuous improvement.
In 2020, we saw our global GHG emissions (Scope 1, 2 and 3) fall
by 26% compared to base year 2018. This was largely due to the
impacts of Covid-19 on our industry, resulting in low occupancy
levels and intermittent hotel closures, but also in part due to
targeted energy reduction efforts in our estate, including for
example the implementation of a daily energy consumption tracker
in some locations. Where possible, we have worked closely with
our hotels throughout the pandemic to help minimise energy
consumption and utility costs during hotel closure and maximise
energy efficiency during the re-opening stage.
For more information on the Group’s responsible
business targets, see pages 20, 21, 29 and 30.
Finance
Political donations
The Group made no political donations under the Companies Act
during the year and proposes to maintain this policy.
Financial risk management
The Group’s financial risk management objectives and policies,
including its use of financial instruments, are set out in note 24 to the
Group Financial Statements on pages 179 to 183.
Significant agreements and change of control provisions
The Group is a party to the following arrangements which could be
terminated upon a change of control of the Company and which are
considered significant in terms of their potential impact on the
business of the Group as a whole:
• The 10-year £400 million bond issued by the Company on
28 November 2012, under which, if the bond’s credit rating was
downgraded in connection with a change of control, the bond
holders would have the option to require the Company to redeem
or, at the Company’s option, repurchase the outstanding notes
together with interest accrued.
• The $1.275 billion syndicated loan facility agreement dated
30 March 2015 and maturing in September 2023, under which a
change of control of the Company would entitle each lender to
cancel its commitment and declare all amounts due to it payable.
• The 10-year £300 million bond issued by the Company on
14 August 2015, under which, if the bond’s credit rating was
downgraded in connection with a change of control, the bond
holders would have the option to require the Company to redeem
or, at the Company’s option, repurchase the outstanding notes
together with interest accrued.
• The 10-year £350 million bond issued by the Company on
24 August 2016, under which, if the bond’s credit rating was
downgraded in connection with a change of control, the bond
holders would have the option to require the Company to redeem
or, at the Company’s option, repurchase the outstanding notes
together with interest accrued.
222
IHG | Annual Report and Form 20-F 2020
Additional Information Listing Rules – compliance with LR 9.8.4C
Section
Applicable sub-paragraph within LR 9.8.4C
Location
1
4
Interest capitalised
Group Financial Statements, note 7, page 157
Details of long-term incentive schemes
Directors’ Remuneration Report, pages 96 to 111
The above table sets out only those sections of LR 9.8.4C which are relevant. The remaining sections of LR 9.8.4 are not applicable.
Going concern
An overview of the business activities of IHG, including a review of
the key business risks that the Group faces, is given in the Strategic
Report on pages 2 to 71 and in the Group information on pages
224 to 235.
The impact of the Covid-19 pandemic on the hospitality industry
has been severe. Through 2020, many of the Group’s hotels were
temporarily closed, while others experienced historically low levels
of occupancy and room rates. The Group’s fee-based model and
wide geographic spread mean that it is well placed to manage
through these uncertain times.
Based on the assessment completed, the Directors have a
reasonable expectation that the Group has sufficient resources to
continue operating until at least 30 June 2022 and there are no
material uncertainties that may cast doubt on the Group’s going
concern status. Accordingly, they continue to adopt the going
concern basis in preparing the Financial Statements.
Please see page 42 for the Directors’
assessment of the viability of the Group.
By order of the Board,
The Group has taken various actions to manage cash outflows and
strengthen its liquidity during 2020. As at 31 December 2020 the
Group had total liquidity of $2,925m, comprising $1,350m of
undrawn bank facilities and $1,575m of cash and cash equivalents
(net of overdrafts and restricted cash).
Nicolette Henfrey
Company Secretary
InterContinental Hotels Group PLC
Registered in England and Wales, Company number 5134420
22 February 2021
There remains unusually limited visibility on the pace and scale of
market recovery and therefore there are a wide range of possible
planning scenarios over the going concern period. The scenarios
and assessment considered by the Directors in adopting the going
concern basis for preparing these financial statements is included
on page 133.
Directors’ Report
IHG | Annual Report and Form 20-F 2020
223
Additional informtaion Recent acquisitions and divestitures
The Group had no material acquisitions in 2020, therefore there was
no cash outflow in this regard during the year (2019: $300 million,
2018: $38 million). The 2019 net cash outflow principally related to
the acquisition of Six Senses Hotels Resorts Spas and its
management business (‘Six Senses’) in February 2019.
Further information is included in note 11 to the Group Financial
Statements on page 164.
The Group had no material divestitures in 2020 or 2019.
Capital expenditure
• Gross capital expenditure in 2020 totalled $148 million compared
with $265 million in 2019 and $253 million in 2018, see page 215.
• At 31 December 2020, capital committed (being contracts placed
for expenditure on property, plant and equipment and intangible
assets not provided for in the Group Financial Statements) totalled
$19 million.
Group information
History and developments
The Company was incorporated and registered in England and
Wales with registered number 5134420 on 21 May 2004 as a limited
company under the Companies Act 1985 with the name Hackremco
(No. 2154) Limited. In 2004/05, as part of a scheme of arrangement
to facilitate the return of capital to shareholders, the following
structural changes were made to the Group: (i) on 24 March 2005,
Hackremco (No. 2154) Limited changed its name to New
InterContinental Hotels Group Limited; (ii) on 27 April 2005, New
InterContinental Hotels Group Limited re-registered as a public
limited company and changed its name to New InterContinental
Hotels Group PLC; and (iii) on 27 June 2005, New InterContinental
Hotels Group PLC changed its name to InterContinental Hotels
Group PLC and became the holding company of the Group.
The Group, formerly known as Bass, and then Six Continents, was
historically a conglomerate operating as, among other things, a
brewer, soft drinks manufacturer, hotelier, leisure operator, and
restaurant, pub and bar owner. In 1988 Bass acquired Holiday Inn
International and the remainder of the Holiday Inn brand in 1990.
The InterContinental brand was acquired by Bass in 1998 and the
Candlewood Suites brand was acquired by Six Continents in 2003.
On 15 April 2003, following shareholder and regulatory approval,
Six Continents PLC separated into two new listed groups,
InterContinental Hotels Group PLC, comprising the hotels and soft
drinks businesses, and Mitchells & Butler plc, comprising the retail
and standard commercial property developments business.
The Group disposed of its interests in the soft drinks business by way
of an initial public offering of Britvic (Britannia Soft Drinks Limited for
the period up to 18 November 2005, and thereafter, Britannia SD
Holdings Limited (renamed Britvic plc on 21 November 2005), which
became the holding company of the Britvic Group on 18 November
2005), a manufacturer and distributor of soft drinks in the UK, in
December 2005. The Group now continues as a stand-alone
hotels business.
Risk factors
The Group is subject to a variety of inherent risks that may have an
adverse impact on its business operations, financial condition,
turnover, profits, brands and reputation. This section describes the
main risks that could materially affect the Group’s business. The risks
below are not the only ones that the Group faces. Some risks are not
yet known to the Group and some risks that the Group does not
currently believe to be material could later turn out to be material.
• closure of key locations putting pressure on our processes,
systems and infrastructure;
• enhanced exposure to key person risks;
• strain on our third-party supplier relationships – both in relation to
business continuity and wider risks of supplier insolvency and/or
default;
While the Covid-19 pandemic, and related restrictions imposed
by governments and others, has not fundamentally changed our
risk factors, it has heightened the uncertainty in many areas which
we face in delivering our short- and longer-term ambitions and
reconfirmed that many of our risks are connected. This is most
obvious in relation to the continuing significance of the safety and
security of our colleagues and guests, government interventions
impacting domestic, national and international travel, consumer
confidence and appetite to travel internationally in the longer term,
how we operate our hotels and the overall impact on our business
resilience. The response to the primary safety concerns of Covid-19
has also created several secondary impacts. For example:
• heightened risk of negative reputational impact (and the business
consequences) as a result of any of our pandemic crisis
management actions being negatively perceived by any
stakeholder group;
• heightened cyber risks from working remotely;
• heightened risk of impairment of non-current assets;
• new global or local laws or requirements; and
• significant cost pressures for owners raising risks of default on
payments due to IHG, employees or suppliers; non-compliance by
owners with standards and other requirements; and owner
insolvency and work-outs; impacting our ability to roll out initiatives
as planned and the wider risk to our business model.
More recently the Covid-19 pandemic has created further trends in
certain risk factors. For example:
• a sustained downturn caused by further waves of the pandemic
and/or a slower than anticipated industry recovery, including
potential recovery pathways for business and leisure travel.
This could create further volatility in our risk factors and also
challenging conditions in the capital markets making it more
difficult to obtain additional funding if required and potential
impact to financial performance or further actions required to
manage costs;
224
IHG | Annual Report and Form 20-F 2020
Additional Information Risk factors continued
• heightened expectations from guests about the cleanliness and
hygiene standards of major brands, which have already required
a rapid response and investment by hotels and may continue to
impact perceptions of brand quality;
• the current context also creates challenges for us to communicate
and meet consumer expectations when hotel services (e.g. food
and beverage) are limited, and to ensure effective execution of
high-profile standards across our franchise estate;
• geopolitical tensions which may increase the likelihood of
disruption to inbound or outbound travel and trade, and the
potential for measures to be taken against businesses; and
• inherent risks of burnout, physical and mental health impacts and
challenges to retain staff in remote working arrangements.
To enable focus on the material risk factors facing the Group, the
detail below has been organised under headings corresponding to
the ordering of the principal risks outlined earlier in this document
and considers the assessment of inherent risk trend and speed of
potential impact on IHG objectives.
The principal risks are on pages 34 to 41, the cautionary statements
regarding forward-looking statements are on page 245 and financial and
forward-looking information including note 8 on pages 157 to 162, and
note 24 on pages 179 to 183.
1. Macro external factors
The Group is exposed to the risks of political and
economic developments
The Group is exposed to political, economic and financial market
developments such as recession, inflation and availability of credit
and currency fluctuations that could lower revenues and reduce
income. The outlook for 2021 may worsen due to continued
uncertainty following the conclusion of Brexit; uncertainty in the
Eurozone; continuing disruption from Covid-19 on domestic and
international travel patterns; potential disruptions in the US
economy; the impact of fluctuating commodity prices (including oil)
on economies dependent on such exports; continued unrest in
parts of the Middle East, Africa and Asia; and barriers to global trade,
including unforeseeable changes in regulations, imposition of tariffs
or embargoes, and other trade restrictions or controls. The
interconnected nature of economies suggests any of these, or other
events, could trigger a recession that reduces leisure and business
travel to and from affected countries and adversely affects room
rates and/or occupancy levels and other income-generating
activities. Specifically, the Group is most exposed to the US market
and, increasingly, to Greater China. The owners or potential owners
of hotels franchised or managed by the Group face similar risks
that could adversely impact their solvency and the Group’s ability
to secure and retain franchise or management agreements.
Accordingly, the Group is particularly susceptible to adverse
changes in these economies as well as changes in their currencies.
In addition to trading conditions, the economic outlook also affects
the financial health of current and potential owners and their ability
to access capital, which could impact existing operations, timely
payment of IHG fees, and the health of the pipeline.
The Group is exposed to the risks of overcapacity in the
hotel industry
The future operating results of the Group could be adversely
affected by industry overcapacity (by number of rooms) and weak
demand due, for example, to the Covid-19 pandemic and associated
restrictions on travel and customer confidence in returning to
business and leisure travel, to the cyclical nature of the hotel
industry, and to other differences between planning assumptions
and actual operating conditions. These conditions could result in
reductions in room rates and occupancy levels, which would
adversely impact the financial performance of the Group.
2. Preferred brands and loyalty
The Group is subject to a competitive and changing industry
The Group operates in a competitive industry and must compete
effectively against traditional competitors such as other global hotel
chains, local hotel companies and independent hotels to win the
loyalty of guests, employees and owners. The competitive landscape
also includes other types of businesses, both global and specific to
certain markets, such as web-based booking channels (which
include online travel agents and intermediaries), and alternative
sources of accommodation such as short-term lets of private
property. Failure to compete effectively in traditional and emerging
areas of the business could impact the Group’s market share,
System size, profitability and relationships with owners and guests.
The hospitality industry has experienced recent consolidation and
is likely to see this trend continue as companies seek to maintain
or increase competitive advantage. Further consolidation by
competitors may result in such competitors having access to
increased resources, capabilities or capacity and provide
advantages from scale of revenues, marketing funds and/or
cost structures.
The Group is reliant on the reputation of its existing brands and is
exposed to inherent reputation risks
Any event that materially damages the reputation of one or more
of the Group’s brands and/or fails to sustain the appeal of the
Group’s brands to its customers and owners may have an adverse
impact on the value of that brand and subsequent revenues from
that brand or business. In particular, if the Group is unable to create
consistent, valued and quality products and guest experiences
across the franchised, managed, owned, leased and managed lease
hotels or if the Group, its franchisees or business partners fail to act
responsibly, this could result in an adverse impact on its brand
reputation. In addition, the value of the Group’s brands could be
influenced by a number of external factors outside the Group’s
control, such as, but not limited to, changes in sentiments against
global brands, changes in applicable regulations related to the hotel
industry or to franchising, successful commoditisation of hotel
brands by online travel agents and intermediaries, or changes in
owners’ perceptions of the value of the Group.
The Group is exposed to inherent uncertainties associated with
brand development and expansion
The Group has launched or acquired a number of new brands,
such as EVEN Hotels, HUALUXE Hotels and Resorts, avid hotels,
voco hotels, Kimpton Hotels & Restaurants, Regent Hotels & Resorts,
Six Senses Hotels Resorts Spas, Atwell Suites, and entered into
co-branded credit card relationships to support the IHG Rewards
programme and an exclusive loyalty partnership with Mr & Mrs
Smith. As the roll out, integration and growth of these brands
(including associated loyalty programmes) is dependent on market
conditions, guest preference and owner investment, and also
continued cooperation with third parties, there are inherent risks
that we will be unable to recover costs incurred in developing or
acquiring the brands or any new programmes or products, or those
brands, programmes, or products will not succeed as we intend. The
Group’s ongoing agenda to deliver industry-leading net rooms
growth creates risks relating to the transition of systems, operating
models and processes, and may result in failures to improve
commercial performance, leading to financial loss and undermining
stakeholder confidence.
The Group is exposed to a variety of risks related to identifying,
securing and retaining franchise and management agreements
The Group’s growth strategy depends on its success in identifying,
securing and retaining franchise and management agreements. This
is an inherent risk for the hotel industry and the franchising business
and management model. Competition with other hotel companies
may generally reduce the number of suitable franchise,
management and investment opportunities offered to the Group
and increase the bargaining position of property owners seeking
IHG | Annual Report and Form 20-F 2020
225
Additional informtaionGroup information Group information continued
Risk factors continued
to become a franchisee or engage a manager. The terms of new
franchise or management agreements may not be as favourable as
current arrangements; the Group may not be able to renew existing
arrangements on similarly favourable terms, or at all.
There can also be no assurance that the Group will be able to
identify, retain or add franchisees to the IHG System, to secure
management contracts or open hotels in our development pipeline.
For example, the availability of suitable sites, market saturation,
planning and other local regulations or the availability and
affordability of finance may restrict the supply of suitable hotel
development opportunities under franchise or management
agreements and mean that not every hotel in our development
pipeline may develop into a new hotel that enters our system.
In connection with entering into franchise or management
agreements, the Group may be required to make investments in,
or guarantee the obligations of, third parties or guarantee minimum
income to third parties. There are also risks that significant franchisees
or groups of franchisees may have interests that conflict, or are
not aligned, with those of the Group, including, for example,
the unwillingness of franchisees to support brand or system
improvement initiatives. This could result in franchisees prematurely
terminating contracts which could lead to disputes, litigation,
damages and other expenses and would adversely impact the
overall IHG System size and the Group’s financial performance.
3. Leadership and talent
The Group requires the right people, skills and capability to
manage growth and change
In order to remain competitive, the Group must employ the
right people. This includes hiring and retaining highly skilled
employees with particular expertise or leadership capability.
The implementation of the Group’s strategic business plans could
be undermined by failure to build and sustain a resilient corporate
culture, failure to recruit or retain key personnel, unexpected loss
of key senior employees, failures in the Group’s succession
planning and incentive plans, or failure to invest in the
development of key skills.
The Group must compete against other companies inside and
outside the hospitality industry for suitably qualified or experienced
employees, up to and including Executive Directors. Some of the
markets in which the Group operates may experience economic
growth and/or low levels of unemployment, and there may be
attractive roles and competitive rewards available elsewhere.
In the US and elsewhere, including our Greater China region, the
Group is continuing to experience pay compression at senior leader
level which is limiting the ability to attract and retain talent in key
roles. The combination of temporary pay reductions, no 2020 bonus
and the expected low outcomes for the in-flight LTIP awards may
lead to significant retention risks for senior talent, particularly
given the challenges facing the hospitality sector in the
current environment.
Some emerging markets may not have the required local expertise
to operate a hotel and may not be able to attract the right talent.
Failure to attract and retain employees and increasing labour costs
may threaten the ability to operate hotels and our corporate support
functions, achieve business growth targets or impact the profitability
of our operations. Additionally, unless skills are supported by a
sufficient infrastructure to enable knowledge and skills to be
passed on, the Group risks losing accumulated knowledge if
key employees leave the Group.
Collective bargaining activity could disrupt operations, increase
our labour costs or interfere with the ability of our management
to focus on executing our business strategies.
A significant number of colleagues at our managed, owned, leased
and managed lease hotels (approximately 4,200 in the US, Canada,
Mexico, Grand Cayman and Dutch Antilles) are covered by collective
bargaining agreements and similar agreements. If relationships with
those colleagues or the unions that represent them deteriorate,
the properties we own, lease or manage could experience labour
disruptions such as strikes, lockouts, boycotts and public
demonstrations. Collective bargaining agreements representing
half of our organised colleagues in the US expired during 2018.
These agreements were successfully renegotiated during 2019.
Hotel sector union member participation continues to increase in
key markets within the Americas region, which may require IHG
to enter into new labour agreements as more employees become
unionised in the future. Labour disputes, which are generally
more likely when collective bargaining agreements are being
renegotiated, could harm our relationship with our colleagues, result
in increased regulatory inquiries and enforcement by governmental
authorities and deter guests. Further, adverse publicity related to a
labour dispute could harm our reputation and reduce customer
demand for our services.
Labour regulation and the negotiation of new or existing collective
bargaining agreements could lead to higher wage and benefit costs,
changes in work rules that raise operating expenses, legal costs and
limitations on our ability or the ability of our third-party property
owners to take cost saving measures during economic downturns.
We do not have the ability to control the negotiations of collective
bargaining agreements covering unionised labour employed by our
third-party property owners and franchisees. Increased unionisation
of our workforce, new labour legislation or changes in regulations
could disrupt our operations, reduce our profitability or interfere
with the ability of our management to focus on executing our
business strategies.
4. Cybersecurity and information governance
The Group is exposed to the risks related to cybersecurity and
data privacy
The Group is increasingly dependent upon the collection, usage,
retention, availability, integrity and confidentiality of information,
including, but not limited to: guest, employee and owner credit card,
financial and personal data, business performance, financial
reporting and commercial development. The information is
sometimes held in different formats such as digital, paper, voice
recordings and video and could be stored in many places, including
facilities managed by third-party service providers, in our Company
managed hotels, and by our franchisees, who are subject to the
same or similar risks.
Cyber breaches increasingly appear to be an unfortunate reality
for most firms and we therefore invest in trying to avoid them where
reasonable and practical to do so – in recognition of the possible
impact of cybersecurity breaches beyond data loss on operational
performance and regulatory actions/ fines, as well as the potential
impact on our reputation. The threats towards the hospitality
industry and the Group’s information are dynamic, and include
cyber-attacks, fraudulent use, loss or misuse by employees and
breaches of our vendors’ security arrangements, amongst others.
The Group experienced cybersecurity incidents including: (a) at a
number of Kimpton hotels that resulted in unauthorised access to
guest payment card data; and (b) an incident that involved malware
being installed on servers that processed payment cards used at
restaurants and bars of 12 IHG managed properties, that the Group
become aware of in 2016. These incidents resulted in the Group
reimbursing the impacted card networks for counterfeit fraud losses
and related expenses and becoming subject to investigations
regarding compliance with applicable State and Federal data
security standards, and legal action from individuals and
organisations impacted by the Security Incidents. To date, four
lawsuits have been filed against IHG entities relating to the
Security Incidents.
The legal and regulatory environment around data privacy and
requirements set out by the payment card industry surrounding
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IHG | Annual Report and Form 20-F 2020
Additional Information information security across the many jurisdictions in which the
Group operates are constantly evolving (such as the EU GDPR,
China cybersecurity law, and California privacy law). If the Group
fails to protect information and ensure relevant controls are in place
to enable the acceptable use and release of information through the
appropriate channels in a timely and accurate manner, IHG System
performance, guest experience and the reputation of the Group may
be adversely affected. This could lead to revenue losses, fines,
penalties, litigation and other additional costs.
We are also required to comply with marketing and advertising laws
relating to our direct marketing practices, including email marketing,
online advertising, and postal mailings. Further restrictions to the
content or interpretations of these laws could adversely impact our
current and planned activities and the effectiveness or viability of
our marketing strategies to maintain, extend and acquire
relationships with customers, and impact the amount and timing
of our sales of certain products.
For information of incidents relating to cybersecurity and data privacy,
see pages 195 and 235.
5. Channel management and technology
The Group is exposed to increasing competition from online travel
agents and intermediaries
A proportion of the Group’s bookings originate from large
multinational, regional and local online travel agents and
intermediaries with which the Group has contractual arrangements
and to which it pays commissions. These platforms offer a wide
range of products, often across multiple brands, have growing
booking and review capabilities, and may create the perception that
they offer the lowest prices. Some of these online travel agents and
intermediaries have strong marketing budgets and aim to create
brand awareness and brand loyalty among consumers and may
seek to commoditise hotel brands through price and attribute
comparison. Further, if these companies continue to gain market
share, they may impact the Group’s profitability, undermine the
Group’s own booking channels and value to its hotel owners, and
may be able to increase commission rates and negotiate other
favourable contract terms.
The Group is exposed to inherent risks in relation to changing
technology and systems
As the use of the internet, artificial intelligence, mobile and data
technology grows, and new and disruptive technology solutions
are developed, customer needs and expectations evolve at pace.
The Group may find that its evolving technology capability is not
sufficient and may have to make substantial additional investments in
new technologies or systems to remain competitive. Failure to keep
pace with developments in technologies or systems, and also with
regulatory, risk and ethical considerations of how these developments
are used, may put the Group at a competitive disadvantage. In
addition, the technologies or systems that the Group chooses to
deploy may not be commercially successful or the technology or
system strategy may not be sufficiently aligned with the needs of the
business. Any such failure could adversely affect guest experiences,
and the Group may lose customers, fail to attract new customers,
incur substantial costs or face other losses. This could further impact
the Group’s reputation in regards to innovation. (See also “The Group
is exposed to the risks related to cybersecurity and data privacy”).
The Group is reliant upon the resilience of its reservation system
and other key technology platforms and is exposed to risks that
could disrupt their operation and/or integrity
The value of the Group is partly derived from the ability to drive
reservations through its reservation system and technology
platforms which are highly integrated with other processes and
systems and linked to multiple sales channels, including the Group’s
own websites, in-house and third-party managed call centres,
hotels, third-party intermediaries and travel agents.
The scope and complexity of our technology infrastructure,
including increasing reliance on third-party suppliers to support and
protect our systems and information, as well as the rapidly evolving
cyber threats, means that we are inherently vulnerable to physical
damage, failures, disruptions, denial of service, phishing or other
malware attacks, cyber terrorism and fraud, as well as human error,
negligence and wilful misuse. These risks may be heightened when
these capabilities are provided off shore or in cloud-based
environments. Our franchisees and suppliers are also inherently
vulnerable to the same risks.
Lack of resilience and operational availability of these systems
provided by the Group or third-party technology providers and
inability or difficulty in updating existing or implementing new
functionality could lead to prolonged service disruption. This might
result in significant business interruption, impact the guest booking
experience, lead to loss of or theft of data, and subsequently
adversely impact Group revenues, incur financial costs to remediate
or investigate, lead to regulatory and/or contractual enforcement
actions or lawsuits, or damage the Group’s reputation and
relationships with hotel owners.
6. Investment effectiveness and efficiency
The Group is exposed to risks related to executing and realising
benefits from strategic transactions, including acquisitions and
restructuring
The Group may seek to make strategic transactions, including
acquisitions, divestments or investments in the future. The Group
may not be able to identify opportunities or complete transactions
on commercially reasonable terms, or at all, and may not realise the
anticipated benefits from such transactions. Strategic transactions
come with inherent valuation, financial and commercial risks, and
regulatory and insider information risks during the execution of the
transactions. The Group may also continue to make organisational
adjustments to support delivery of our growth ambitions, including
the integration of acquisitions into the Group’s operating processes
and systems. This creates inherent risks of complexity and that any
changes made could be unsustainable or that we are unable to
achieve the return envisaged through reinvestment. In addition,
the Group may face unforeseen costs and liabilities, diversion of
management attention, as well as longer-term integration and
operational risks, which could result in a failure to realise benefits,
financial losses, lower employee morale and loss of talent.
The Group is dependent upon a wide range of external
stakeholders and business partners
The Group relies on the performance, behaviours and reputation
of a wide range of business partners and external stakeholders,
including, but not limited to, owners, contractors, lenders, suppliers,
outsourced providers, vendors, joint-venture partners, online travel
agents, third-party intermediaries and other business partners
which may have different ethical values, interests and priorities.
Further, the number and complexity of interdependencies with
stakeholders is evolving. Breakdowns in relationships, contractual
disputes, deterioration of the financial health of our partners, poor
vendor performance, sub-standard control procedures, business
continuity arrangements, insolvency, stakeholder behaviours
or adverse reputations, which may be outside of the Group’s
control, could adversely impact on the Group’s performance
and competitiveness, delivery of projects, guest experiences
or the reputation of the Group or its brands.
7. Legal, regulatory and ethical compliance
The Group is exposed to the risk of litigation
Certain companies in the Group are the subject of various claims
and proceedings. The ultimate outcome of these matters is subject
to many uncertainties, including future events and uncertainties
inherent in litigation. In addition, the Group could be at risk of
litigation claims made by many parties, including but not limited
IHG | Annual Report and Form 20-F 2020
227
Additional informtaionGroup information The Group’s operations are dependent on maintaining sufficient
liquidity to meet all foreseeable medium-term requirements and
provide headroom against unforeseen obligations
Cash and cash equivalents is held in short-term deposits and cash
funds which allow daily withdrawals of cash. Most of the Group’s
funds are held in the UK or US, although $44 million (2019: $16 million)
is held in countries where repatriation is restricted as a result of
foreign exchange regulations. Medium and long-term borrowing
requirements are met through committed bank facilities and bonds.
Short-term borrowing requirements may be met from drawings
under uncommitted overdrafts and facilities.
The Group is exposed to an impairment of the carrying value of our
brands, goodwill or other tangible and intangible assets negatively
affecting our consolidated operating results
Significant amounts of goodwill, intangible assets, right-of-use
assets, property, plant and equipment, investments and contract
assets are recognised on the Group balance sheet. We review
the value of our goodwill and indefinite-lived intangible assets for
impairment annually (or whenever events or circumstances indicate
impairment may have occurred). Changes to estimated values can
result from political, economic and financial market developments
or other shifts in the business climate, the competitive environment,
the perceived reputation of our brands (by guests or owners), or
changes in interest rates, operating cash flows, market capitalisation,
or developments in the legal or regulatory environment.
Impairments of $226m were recognised in 2020, primarily due to
changes in forecast future cash flows as a consequence of Covid-19
and the associated future economic impacts. Because of the
significance of our goodwill and other non-current assets, we have
incurred and may incur future impairment charges on these assets
which could have a material adverse effect on our financial results.
The Group is exposed to fluctuations in exchange rates, currency
devaluations or restructurings and to interest rate risk in relation to
its borrowings
The US dollar is the predominant currency of the Group’s revenue
and cash flows. Movements in foreign exchange rates can affect
the Group’s reported profit, net liabilities and interest cover. The
most significant exposures of the Group are in currencies that are
freely convertible. The Group’s reported debt has an exposure
to borrowings held in pounds sterling (including €1,000 million
euro bonds which have been swapped into sterling using currency
swaps). Conducting business in currencies other than US dollars
exposes us to fluctuations in exchange rates, currency devaluations,
or restructurings. This could potentially lower our reported revenues,
increase our costs, reduce our profits or disrupt our operations.
Our exposure to these factors is linked to the pace of our growth
in territories outside the US and, if the proportion of our revenues
grows, this may increase the potential sensitivity to currency
movements having an adverse impact on our results.
The Group is also exposed to interest rate risk in relation to its fixed
and floating rate borrowings and may use interest rate swaps to
manage the exposure.
Group information continued
Risk factors continued
to: guests, customers, joint-venture partners, suppliers, employees,
regulatory authorities, franchisees and/or the owners of the hotels it
manages. Claims filed may include requests for punitive damages as
well as compensatory damages. Unfavourable outcomes of claims
or proceedings could have a material adverse impact on the Group’s
results of operations, cash flow and/or financial position. Exposure
to significant litigation or fines may also affect the reputation of the
Group and its brands. (See also legal proceedings on page 235.)
The Group is required to comply with existing and changing
regulations and act in accordance with societal expectations
across numerous countries, territories and jurisdictions
Government regulations affect countless aspects of the Group’s
business including corporate governance, health and safety,
the environment, social responsibility, bribery and corruption,
employment law and diversity, disability access, data privacy and
information protection, financial, accounting and tax. Regulatory
changes may require significant changes in the way the business
operates and may inhibit the Group’s strategy, including the markets
the Group operates in, brand protection, and use or transmittal of
personal data. If the Group fails to comply with existing or changing
regulations, the Group may be subject to fines, prosecution, loss
of licence to operate or reputational damage.
The reputation of the Group and the value of its brands are
influenced by a wide variety of factors, including the perception
of stakeholder groups such as guests, owners, suppliers and
communities in which the Group operates. The social and
environmental impacts of its business are under increasing scrutiny,
and the Group is exposed to the risk of damage to its reputation if
it fails to (or fails to influence its business partners to) undertake
responsible practices and engage in ethical behaviour, or fails
to comply with relevant regulatory requirements.
The Group is exposed to risks associated with its
intellectual property
Given the importance of brand recognition to the Group’s business,
the protection of its intellectual property poses a risk due to
the variability and changes in controls, laws and effectiveness
of enforcement globally, particularly in jurisdictions which may
not have developed levels of protection for corporate assets such
as intellectual property, trade secret, know-how and customer
information, and records. Any widespread infringement,
misappropriation or weakening of the control environment
could materially harm the value of the Group’s brands and its
ability to develop the business and compete currently or in the
future. Third-party claims that we infringe their intellectual property
could lead to disputes, litigation, damages and other expenses.
(See also “The Group is exposed to the risks related to
cybersecurity and data privacy”.)
8. Financial management and control systems
The Group is exposed to a variety of risks associated with its
financial stability and ability to borrow and satisfy debt covenants
While the strategy of the Group is to grow through activities that do
not involve significant amounts of its own capital, the Group does
require capital to fund some development opportunities,
technological innovations and strategic acquisitions; and to
maintain and improve owned hotels. The Group is reliant upon
having financial strength and access to borrowing facilities to meet
these expected capital requirements. The majority of the Group’s
borrowing facilities are only available if the financial covenants in the
facilities are complied with. Non-compliance with covenants could
result in the Group’s lenders demanding repayment of the funds
advanced and any undrawn facilities could be unavailable. If the
Group’s financial performance does not meet market expectations,
it may not be able to refinance existing facilities on terms
considered favourable.
228
IHG | Annual Report and Form 20-F 2020
Additional Information The Group could be affected by credit risk on treasury transactions
The Group uses long-term credit ratings from Standard and Poor’s,
Moody’s and Fitch Ratings as a basis for setting its counterparty limits.
In order to manage the Group’s credit risk exposure, the treasury
function sets counterparty exposure limits using metrics including
credit ratings, the relative placing of credit default swap pricings, tier 1
capital and share price volatility of the relevant counterparty. The
Group trades only with recognised, creditworthy third parties. It is the
Group’s policy that all customers who wish to trade on credit terms
are subject to credit verification procedures. In respect of credit risk
arising from financial assets, the Group’s exposure to credit risk arises
from default of the counterparty, with a maximum exposure equal to
the carrying amount of these instruments. The carrying amount of
financial assets represents the maximum exposure to credit risk.
The Group’s financial performance may be affected by changes
in tax laws
Many factors will affect the Group’s future tax rate, the key ones
being legislative developments, future profitability of underlying
subsidiaries and tax uncertainties. The impact of Covid-19 has
resulted in changes to the Group’s current geographic profit mix
and this trend is expected to continue for at least the short term.
This is likely to result in a higher than usual tax rate for the Group in
the short term. Worldwide tax reform continues, most notably with the
OECD’s review into ‘Tax Challenges Arising from Digitalisation’, and
this could impact the tax profile of the Group over the longer term.
The Group continues to monitor activity in this area. Tax liabilities or
refunds may also differ from those anticipated, in particular as a result
of changes in tax law, changes in the interpretation of tax law, or
clarification of uncertainties in the application of tax law.
The Group may face difficulties insuring its business
Historically, the Group has maintained insurance at levels
determined to be appropriate in light of the cost of cover and the
risk profile of the business. However, the Group’s claims experience
and wider external market forces may limit the scope of coverage
the Group can obtain and the Group’s ability to obtain coverage at
reasonable rates. Other forces beyond the Group’s control, such as
terrorist attacks or natural disasters, may be uninsurable or simply
too expensive to insure. Inadequate or insufficient insurance carried
by the Group, our owners or other partners for damage, other
potential losses or liabilities to third parties involving properties
that we own, manage or franchise could expose the Group to large
claims or could result in the loss of capital invested in properties.
9. Safety and security
The Group is exposed to a variety of risks associated with safety,
security and crisis management
There is a constant need to protect the safety and security of
our guests, employees and assets against natural and man-made
threats. These include, but are not limited to, exceptional events
such as extreme weather, civil or political unrest, violence and
terrorism, serious and organised crime, fraud, employee dishonesty,
cyber crime, pandemics or contagious diseases (including but not
limited to Covid-19), fire, and day-to-day accidents, incidents and
petty crime which impact the guest or employee experience, could
cause loss of life, sickness or injury and result in compensation
claims, fines from regulatory bodies, litigation, and impact
reputation. Serious incidents or a combination of events could
escalate into a crisis which, if managed poorly, could further expose
the Group and its brands to significant reputational damage.
10. Environmental and social megatrends
The Group is exposed to the risk of events or stakeholder
expectations that adversely impact domestic or international
travel, including climate change
The room rates and occupancy levels of the Group could be
adversely impacted by events that reduce domestic or international
travel, such as actual or threatened acts of terrorism or war, political
or civil unrest, epidemics and pandemics or threats thereof,
travel-related accidents or industrial action, natural or man-made
disasters, or other local factors impacting specific countries, cities
or individual hotels, as well as increased transportation and fuel
costs. Additionally, the Group may be adversely impacted by
increasing stakeholder and societal expectations and attitudes in
relation to factors contributing to climate change including
overtravel and overtourism, and those linked directly to hotels
including waste, water, energy, or impact on local communities. A
decrease in the demand for business and/or leisure hotel rooms as a
result of such events or attitudinal and demand shifts may have an
adverse impact on the Group’s operations or growth prospects and
financial results. In addition, inadequate planning, preparation,
response or recovery in relation to a major incident or crisis may
cause loss of life, prevent operational continuity, or result in financial
loss, and consequently impact the value of our brands and/or the
reputation of the Group.
Domestic and international environmental laws and regulations
may cause us to incur substantial costs or subject us to
potential liabilities.
The Group is exposed to certain compliance costs and potential
liabilities under various foreign and US federal, state and local
environmental, health and safety laws and regulations. These laws
and regulations govern actions and reporting requirements relating
to matters including air emissions, the use, storage and disposal
of hazardous and toxic substances, and wastewater disposal. The
Group’s failure to comply with such laws, including any required
permits or licences, could result in substantial fines or possible
revocation of our authority to conduct some of our operations.
We could also be liable under such laws for the costs of
investigation, removal or remediation of hazardous or toxic
substances at our currently or formerly owned, leased or operated
real property (including managed and franchised properties) or
at third-party locations in connection with our waste disposal
operations, regardless of whether or not we knew of, or caused,
the presence or release of such substances. The Group may also be
required to remediate such substances or remove, abate or manage
asbestos, mould, radon gas, lead or other hazardous conditions at
our properties. The presence or release of such toxic or hazardous
substances could result in third-party claims for personal injury,
property or natural resource damages, business interruption or
other losses. Such claims and the need to investigate, remediate
or otherwise address hazardous, toxic or unsafe conditions could
adversely affect the Group’s operations, the value of any affected
real property, or our ability to sell, lease or assign our rights in any
such property, or could otherwise harm our business or reputation.
Environmental, health and safety requirements have also become
increasingly stringent, and our costs may increase as a result. New
or revised laws and regulations or new interpretations of existing
laws and regulations, such as those related to climate change,
could affect the operation of our properties or result in
significant additional expense and restrictions on the
Group’s business operations.
IHG | Annual Report and Form 20-F 2020
229
Additional informtaionGroup information Group information continued
Directors’ and Executive Committee members’ shareholdings
As at 22 February 2021: (i) Executive Directors had the number of beneficial interests in shares (including Directors’ share awards under
IHG’s share plans) set out in the table on page 105; (ii) Non-Executive Directors had the number of beneficial interests in shares set out in
the table on page 110; and (iii) Executive Committee members had the number of beneficial interests in shares (including members’ share
awards under IHG’s share plans) set out in the table below. These shareholdings indicate all Directors’ or Executive Committee members’
beneficial interests and those held by their spouses and other connected persons. As at 22 February 2021, no Director or Executive
Committee member held more than 1.0% of the total issued share capital. None of the Directors have a beneficial interest in the
shares of any subsidiary.
Executive
Committee
member
Keith Barr
Paul Edgecliffe-
Johnson
Nicolette
Henfrey
Wayne Hoare
Kenneth
Macpherson
Ranjay
Radhakrishnan
Number of shares held outright
APP deferred share awards
LTIP share awards (unvested)
Total number of shares held
22 Feb
2021
31 Dec
2020
31 Dec
2019
22 Feb
2021
31 Dec
2020
31 Dec
2019
22 Feb
2021
31 Dec
2020
31 Dec
2019
22 Feb
2021
31 Dec
2020
31 Dec
2019
70,279
70,279
52,832
37,705
37,705
32,697
119,227
119,227
102,537
227,211
227,211
188,066
53,376
53,376
38,562
Elie Maalouf
67,428
67,428
43,652
26,751
25,417
26,751
25,637
86,479
86,479
76,150
166,606
166,606 140,349
25,417
32,591
88,691
88,691
74,695
181,536
181,536 150,938
Claire Bennett
16,521
16,521
9,152
14,379
14,379
8,494
55,340
55,340
44,675
86,240
86,240
62,321
Jolyon Bulley
57,939
57,939
52,164
Yasmin Diamond
7,581
7,581
2,354
4,528
4,528
0
0
1,528
n/a1
11,787
11,016
6,621
4,666
11,787
11,016
6,621
4,666
7,891
51,624
51,624
38,216
121,350
121,350
98,271
9,491
36,887
36,887
30,331
55,484
55,484
42,176
5,077
32,939
32,939
21,239
44,088
44,088
27,844
n/a1
22,653
22,653
n/a1
27,319
27,319
n/a1
30,160
30,160
14,145
18,557
18,557
31,186
54,789
54,789
46,670
103,506
103,506
92,001
n/a2
n/a2
22,128
n/a2
n/a2
16,874
n/a2
n/a2
48,498
n/a2
n/a2 87,500
George Turner
27,951
27,951
17,983
18,151
18,151
17,288
55,848
55,848
46,691
101,950
101,950
81,962
1 Wayne Hoare joined the Company on 14 September 2020.
2 Ranjay Radhakrishnan left the Company on 29 February 2020.
Executive Directors’ benefits upon termination of office
All current Executive Directors have a rolling service contract with a notice period from the Group of 12 months. As an alternative, the Group
may, at its discretion, pay in lieu of that notice. Neither notice nor a payment in lieu of notice will be given in the event of gross misconduct.
Payment in lieu of notice could potentially include up to 12 months’ salary and the cash equivalent of 12 months’ pension contributions, and
other contractual benefits. Where possible, the Group will seek to ensure that, where a leaver mitigates their losses by, for example, finding
new employment, there will accordingly be a corresponding reduction in compensation payable for loss of office.
Further details on the policy for determination of termination payments are included in the Directors’ Remuneration Policy, which is
available on IHG’s website at www.ihgplc.com/investors under Corporate governance in the Directors’ Remuneration Policy section.
230
IHG | Annual Report and Form 20-F 2020
Additional Information Description of securities other than equity securities
Fees and charges payable to a depositary
Category
(as defined by SEC)
Depositary actions
Depositing or
substituting the
underlying shares
Each person to whom ADRs are issued against deposits of shares, including
deposits and issuances in respect of:
• Share distributions, stock splits, rights, mergers
• Exchange of securities or any other transactions or event or other
distribution affecting the ADSs or the deposited securities
Associated fee
$5 for each 100 ADSs (or portion thereof)
Receiving or
distributing dividends
Selling or exercising
rights
Withdrawing an
underlying security
Transferring, splitting or
grouping receipts
General depositary
services, particularly
those charged on an
annual basis
Expenses of the
depositary
Distribution of stock dividends
Distribution of cash
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 for each 100 ADSs (or portion thereof)
$0.02 or less per ADS (or portion thereof)
$5 for each 100 ADSs (or portion thereof)
Acceptance of ADRs surrendered for withdrawal of deposited securities
$5 for each 100 ADSs (or portion thereof)
Transfers, combining or grouping of depositary receipts
$1.50 per ADS
$0.02 per ADS (or portion thereof) not more than
once each calendar year and payable at the sole
discretion of the ADR Depositary by billing ADR
holders or by deducting such charge from one or
more cash dividends or other cash distributions
Expenses payable at the sole discretion of the ADR
Depositary by billing ADR holders or by deducting
charges from one or more cash dividends or other
cash distributions are $20 per transaction
Other services performed by the depositary in administering the ADRs
Expenses incurred on behalf of ADR holders in connection with:
• Compliance with foreign exchange control regulations or any law or
regulation relating to foreign investment
• The ADR Depositary’s or its custodian’s compliance with applicable laws,
rules or regulations
• 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 ADR 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 the ADR Depositary or its agents
Fees and charges payable by a depositary
J.P. Morgan Chase Bank N.A. (the ADR Depositary) is the depositary
for IHG’s ADR programme. The ADR Depositary’s principal executive
office is at: J.P. Morgan Depositary Receipts, 383 Madison Avenue,
Floor 11, New York, NY 10179. The ADR Depositary has agreed to
reimburse certain reasonable Company expenses related to the
Company’s ADR programme and incurred by the Company in
connection with the ADR programme. During the year ended
31 December 2020, the Company received $160,121.84 from
the ADR Depositary in respect of legal, accounting and other fees
incurred in connection with the preparation of the Annual Report
and Form 20-F, ongoing SEC compliance and listing requirements,
investor relations programmes, and advertising and public
relations expenditure.
Change in certifying accountant
A description of the audit tender process completed by the
Company is included in the 2019 Annual Report and Form 20-F.
An update on the auditor transition is on page 89.
In connection with the audits of IHG’s financial statements for each
of the two fiscal years ended 31 December 2020 (i) there were no
disagreements with EY, as that term is used in Item 16F(a)(1)(iv) of
Form 20-F, over any matters of accounting principles or practices,
financial statement disclosure, or auditing scope and procedures,
which if not resolved to EY’s satisfaction would have caused EY to
make reference to the matter in their report and (ii) there were no
‘reportable events’ as that term is described in Item 16F(a)(1)(v) of
Form 20-F.
IHG | Annual Report and Form 20-F 2020
231
Additional informtaionGroup information Group information continued
Articles of Association
The Company’s Articles of Association (the Articles) were first
adopted with effect from 27 June 2005 and were most recently
amended at the AGM held on 7 May 2020 and are available on the
Company’s website at www.ihgplc.com/investors under Corporate
governance. The following summarises material rights of holders of
the Company’s ordinary shares under the material provisions of the
Articles and English law. This summary is qualified in its entirety by
reference to the Companies Act and the Articles.
The Company’s shares may be held in certificated or uncertificated
form. No holder of the Company’s shares will be required to make
additional contributions of capital in respect of the Company’s
shares in the future.
In the following description, a ‘shareholder’ is the person
registered in the Company’s register of members as the holder
of the relevant share.
Principal objects
The Company is incorporated under the name InterContinental
Hotels Group PLC and is registered in England and Wales with
registered number 5134420. The Articles do not restrict its objects
or purposes.
Directors
Under the Articles, a Director may have an interest in certain matters
(Permitted Interest) without the prior approval of the Board, provided
they have declared the nature and extent of such Permitted Interest
at a meeting of the Directors or in the manner set out in Section 184
or Section 185 of the Companies Act.
Any matter in which a Director has a material interest, and which
does not comprise a Permitted Interest, must be authorised by
the Board in accordance with the procedure and requirements
contained in the Articles. In particular, this includes the requirement
that a Director may not vote on a resolution to authorise a matter in
which they are interested, nor may they count in the quorum of the
meeting at which such business is transacted.
Further, a Director may not vote in respect of any proposal in which
they, or any person connected with them, has any material interest
other than by virtue of their interests in securities of, or otherwise
in or through, the Company, nor may they count in the quorum of
the meeting at which such business is transacted. This is subject
to certain exceptions, including in relation to proposals:
(a) indemnifying them in respect of obligations incurred on behalf of
the Company; (b) indemnifying a third party in respect of obligations
of the Company for which the Director has assumed responsibility
under an indemnity or guarantee; (c) relating to an offer of securities
in which they will be interested as an underwriter; (d) concerning
another body corporate in which the Director is beneficially
interested in less than one per cent of the issued shares of any
class of shares of such a body corporate; (e) relating to an employee
benefit in which the Director will share equally with other employees;
and (f) relating to liability insurance that the Company is empowered
to purchase for the benefit of Directors of the Company in respect of
actions undertaken as Directors (or officers) of the Company.
The Directors have authority under the Articles to set their own
remuneration (provided certain criteria are met). While an agreement
to award remuneration to a Director is an arrangement with the
Company that comprises a Permitted Interest (and therefore
does not require authorisation by the Board in that respect), it
is nevertheless a matter that would be expected to give rise to
a conflict of interest between the Director concerned and the
Company, and such conflict must be authorised by a resolution
of the Board. The Director that is interested in such a matter may
neither vote on the resolution to authorise such conflict, nor count in
the quorum of the meeting at which it was passed. Furthermore, as
noted above, the interested Director is not permitted to vote in
232
IHG | Annual Report and Form 20-F 2020
respect of any proposal in which they have any material interest
(except in respect of the limited exceptions outlined above) nor
may they count in the quorum of the meeting at which such
business is transacted.
As such, a Director has no power, in the absence of an independent
quorum, to vote on compensation to themselves, but may vote on a
resolution (and may count in the quorum of the meeting at which it
was passed) to award compensation to Directors provided those
arrangements do not confer a benefit solely on them.
The Directors are empowered to exercise all the powers of the
Company to borrow money, subject to the limitation that the
aggregate amount of all monies borrowed by the Company and its
subsidiaries shall not exceed an amount equal to three times the
Company’s share capital and consolidated reserves, unless
sanctioned by an ordinary resolution of the Company.
Under the Articles, there are no age-limit requirements relating to a
person’s qualification to hold office as a Director of the Company.
Directors are not required to hold any shares of the Company by way
of qualification.
The Articles require annual retirement and re-election of all Directors
at the AGM.
Rights attaching to shares
Dividend rights and rights to share in the Company’s profits
Under English law, dividends are payable on the Company’s ordinary
shares only out of profits available for distribution, as determined in
accordance with accounting principles generally accepted in the UK
and by the Companies Act. No dividend will bear interest as against
the Company.
Holders of the Company’s ordinary shares are entitled to receive
such dividends as may be declared by the shareholders in general
meeting, rateably according to the amounts paid up on such shares,
provided that the dividend cannot exceed the amount
recommended by the Directors.
The Company’s Board of Directors may declare and pay to
shareholders such interim dividends as appear to them to be
justified by the Company’s financial position. If authorised by an
ordinary resolution of the shareholders, the Board of Directors
may also direct payment of a dividend in whole or in part by the
distribution of specific assets (and in particular of paid-up shares
or debentures of any other company).
Any dividend unclaimed by a member (or by a person entitled
by virtue of transmission on death or bankruptcy or otherwise by
operation of law) after six years from the date the dividend was
declared, or became due for payment, will be forfeited and will
revert to the Company.
Voting rights
The holders of ordinary shares are entitled, in respect of their
holdings of such shares, to receive notice of general meetings and
to attend, speak and vote at such meetings in accordance with
the Articles.
Voting at any general meeting of shareholders is by a show of hands
unless a poll, which is a written vote, is duly demanded. On a show
of hands, every shareholder who is present in person or by proxy at
a general meeting has one vote regardless of the number of shares
held. Resolutions put to the members at electronic general meetings
shall be voted on by a poll, which poll votes may be cast by such
electronic means as the Board in its sole discretion deems
appropriate for the purposes of the meeting.
Additional Information On a poll, every shareholder who is present in person or by proxy
has one vote for every share held by that shareholder. A poll may be
demanded by any of the following:
• the Chair of the meeting;
• at least five shareholders present in person or by proxy and entitled
to vote at the meeting;
• any shareholder or shareholders present in person or by proxy
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 present in person or by proxy
holding shares conferring a right to vote at the meeting and on
which there have been paid up sums in the aggregate at least
equal to one-tenth of the total sum paid up on all the shares
conferring that right.
A proxy form will be treated as giving the proxy the authority to
demand a poll, or to join others in demanding one.
The necessary quorum for a general meeting is two persons
carrying a right to vote upon the business to be transacted, whether
present in person or by proxy.
Matters are transacted at general meetings of the Company by the
proposing and passing of resolutions, of which there are two kinds:
• 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 the Auditor, the
increase of share capital or the grant of authority to allot shares; and
• a special resolution, which includes resolutions amending the
Articles, disapplying statutory pre-emption rights, modifying the
rights of any class of the Company’s shares at a meeting of the
holders of such class or relating to certain matters concerning
the Company’s winding up or changing the Company’s name.
An ordinary resolution requires the affirmative vote of a majority of
the votes of those persons present and entitled to vote at a meeting
at which there is a quorum.
Special resolutions require the affirmative vote of not less than three-
quarters of the persons present and entitled to vote at a meeting at
which there is a quorum.
AGMs must be convened upon advance written notice of 21 days.
Other meetings must be convened upon advance written notice
of 14 days. The days of delivery or receipt of the notice are not
included. The notice must specify the nature of the business to
be transacted. The Board of Directors may, if they choose, make
arrangements for shareholders, who are unable to attend the place
of the meeting, to participate at other places. The Articles also allow
for shareholders to attend and participate in shareholder meetings
by electronic means.
Variation of rights
If, at any time, the Company’s share capital is divided into different
classes of shares, the rights attached to any class may be varied,
subject to the provisions of the Companies Act, with the consent in
writing of holders of three-quarters in nominal value of the issued
shares of that class or upon the adoption of a special resolution
passed at a separate meeting of the holders of the shares of that
class. At every such separate meeting, all of the provisions of the
Articles relating to proceedings at a general meeting apply, except
that the quorum is to be the number of persons (which must be two
or more) who hold or represent by proxy not less than one-third in
nominal value of the issued shares of that class.
Rights in a winding-up
Except as the Company’s shareholders have agreed or may
otherwise agree, upon the Company’s winding up, the balance
of assets available for distribution is to be distributed among the
holders of ordinary shares according to the amounts paid up on
the shares held by them:
• 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.
This distribution is generally to be made in cash. A liquidator may,
however, upon the adoption of a special resolution of the
shareholders, divide among the shareholders the whole or any part
of the Company’s assets in kind.
Limitations on voting and shareholding
There are no limitations imposed by English law or the Articles on the
right of non-residents or foreign persons to hold or vote the
Company’s ordinary shares or ADSs, other than the limitations that
would generally apply to all of the Company’s shareholders.
Working Time Regulations 1998
Under EU law, many employees of Group companies are now
covered by the Working Time Regulations which came into force in
the UK on 1 October 1998. These regulations implemented the
European Working Time Directive and parts of the Young Workers
Directive, and lay down rights and protections for employees in
areas such as maximum working hours, minimum rest time,
minimum days off and paid leave.
In the UK, there is in place a national minimum wage under the
National Minimum Wage Act 1998, as amended. At 31 December
2020, the minimum wage for individuals aged 18 to 20 was £6.45
per hour, aged 21 to 24 was £8.20 per hour and for those aged 25 or
over was £8.72 per hour in each case, excluding apprentices aged
under 19 years or, otherwise, in the first year of their apprenticeships.
This particularly impacts businesses in the hospitality and retailing
sectors. Compliance with the National Minimum Wage Act is being
monitored by the Low Pay Commission, an independent statutory
body established by the UK Government.
None of the Group’s UK employees are covered by collective
bargaining agreements with trade unions.
Continual attention is paid to the external market in order to ensure
that terms of employment are appropriate. The Group believes the
Group companies will be able to conduct their relationships with
trade unions and employees in a satisfactory manner.
IHG | Annual Report and Form 20-F 2020
233
Additional informtaionGroup information On 14 September 2020, the Issuer and the Guarantors entered into
an amended and restated agency agreement (Agency Agreement)
with HSBC Bank plc as principal paying agent and the Trustee,
pursuant to which the Issuer and the Guarantors appointed paying
agents and calculation agents in connection with the Programme
and the Notes.
Under the Agency Agreement, each of the Issuer and the Guarantors
has given a customary indemnity in favour of the paying agents and
the calculation agents.
On 14 September 2020, the Issuer and the Guarantors entered into
an amended and restated dealer agreement (Dealer Agreement)
with HSBC Bank plc as arranger and Barclays Bank PLC,
Commerzbank Aktiengesellschaft, HSBC Bank plc, Merrill Lynch
International, MUFG Securities EMEA plc, Truist Securities, Inc. and
Wells Fargo Securities International Limited as dealers (Dealers),
pursuant to which the Dealers were appointed in connection
with the Programme and the Notes.
Under the Dealer Agreement, each of the Issuer and the
Guarantors has given customary warranties and indemnities
in favour of the Dealers.
£1 billion Euro Commercial Paper Programme
In 2020, the Group established a £1 billion Euro Commercial Paper
Programme (ECP) and issued £600m of commercial paper under
the Joint HM Treasury and Bank of England Covid Corporate
Financing Facility. The issuance matures on 16 March 2021.
On 17 April 2020, an Issue and Paying Agency Agreement (IPA
Agreement) was entered into by InterContinental Hotels Group PLC
as issuer (Issuer), Six Continents Limited and InterContinental Hotels
Limited as guarantors (Guarantors) and HSBC Bank PLC (HSBC),
pursuant to which the Issuer and the Guarantors appointed HSBC as
issue agent and principal paying agent in connection with the ECP.
Under the IPA Agreement, each of the Issuer and the Guarantors has
given a customary indemnity in favour of HSBC.
On 17 April 2020, the Issuer and Guarantors entered into a dealer
agreement (Dealer Agreement) with HSBC, pursuant to which HSBC
was appointed as arranger and dealer in connection with the ECP.
Under the Dealer Agreement, each of the Issuer and the Guarantors
has given customary warranties and indemnities in favour of HSBC.
Group information continued
Material contracts
The following contracts have been entered into otherwise than in
the course of ordinary business by members of the Group: (i) in the
two years immediately preceding the date of this document in the
case of contracts which are or may be material; or (ii) that contain
provisions under which any Group member has any obligation
or entitlement that is material to the Group as at the date of
this document. To the extent that these agreements include
representations, warranties and indemnities, such provisions
are considered standard in an agreement of that nature, save
to the extent identified below.
Syndicated Facility
On 30 March 2015, the Company signed a five-year $1.275 billion
bank facility agreement (Syndicated Facility) with Bank of America
Merrill Lynch International Limited, Barclays Bank plc, HSBC Bank
PLC, SunTrust Robinson Humphrey, The Bank of Tokyo-Mitsubishi
UFJ, Ltd and The Royal Bank of Scotland plc, all acting as joint
bookrunners and The Bank of Tokyo-Mitsubishi UFJ, Ltd as facility
agent. The Company has exercised its ability to extend the term of
the Syndicated Facility by two additional periods of 12 months, and,
in April 2020, agreed a further extension of the Syndicated Facility
taking its term to September 2023. The interest margin payable
on borrowings under the Syndicated Facility is linked to IHG’s
consolidated leverage ratio. The margin can vary between LIBOR +
0.90% and LIBOR + 2.75% depending on the level of the ratio.
The Syndicated Facility was undrawn as at 31 December 2020.
£3 billion Euro Medium Term Note programme
In 2020, the Group updated its Euro Medium Term Note programme
(Programme) and issued a tranche of €500 million 1.625% notes due
8 October 2024 (2020 Euro Issuance) and a tranche of £400 million
3.375% notes due 8 October 2028 (2020 GBP Issuance).
On 14 September 2020, an amended and restated trust deed (Trust
Deed) was executed by InterContinental Hotels Group PLC as issuer
(Issuer), Six Continents Limited and InterContinental Hotels Limited
as guarantors (Guarantors) and HSBC Corporate Trustee Company
(UK) Limited as trustee (Trustee), pursuant to which the trust deed
dated 27 November 2009, as supplemented by four supplemental
trust deeds dated 7 July 2011, 9 November 2012, 16 June 2015 and
11 August 2016 between the same parties relating to the Programme,
were amended and restated. Under the Trust Deed, the Issuer may
issue notes (Notes) unconditionally and irrevocably guaranteed by
the Guarantors, up to a maximum nominal amount from time to time
outstanding of £3 billion (or its equivalent in other currencies). Notes
are to be issued in series (each a Series) in bearer form. Each Series
may comprise one or more tranches (each a Tranche) issued on
different issue dates. A Tranche of Notes may be issued on the terms
and conditions set out in a base prospectus as amended and/or
supplemented by a document setting out the final terms (Final
Terms) of such Tranche or in a separate prospectus specific to
such Tranche.
Under the Trust Deed, each of the Issuer and the Guarantors has
given certain customary covenants in favour of the Trustee.
The Final Terms issued under each of the 2020 Euro Issuance and
the 2020 GBP Issuance provide that the holders of the Notes have
the right to repayment if the Notes (a) become non-investment grade
within the period commencing on the date of announcement of a
change of control and ending 90 days after the change of control
(Change of Control Period) and are not subsequently, within the
Change of Control Period, reinstated to investment grade; (b) are
downgraded from a non-investment grade and are not reinstated to
its earlier credit rating or better within the Change of Control Period;
or (c) are not credit rated and do not become investment grade
credit rated by the end of the Change of Control Period.
234
IHG | Annual Report and Form 20-F 2020
Additional Information Legal proceedings
Group companies have extensive operations in the UK, as well as
internationally, and are involved in a number of legal claims and
proceedings incidental to those operations. These legal claims and
proceedings are in various stages and include disputes related to
specific hotels where the potential materiality is not yet known. It is
the Company’s view that such proceedings, either individually or in
the aggregate, have not in the recent past and are not likely to have
a significant effect on the Group’s financial position or profitability.
Notwithstanding the above, the Company notes the matters set out
below. Litigation is inherently unpredictable and, as of 22 February
2021, unless stated otherwise, the outcome of these matters cannot
be reasonably determined.
A claim was filed on 5 July 2016 by CPTS Hotel Lessee, LLC (CPTS)
against Holiday Hospitality Franchising, LLC (HHF). The claimant
alleges breach of the licence agreement and seeks a declaratory
judgement from the court that it has the right to terminate its licence
with HHF. HHF and InterContinental Hotels Group Resources, Inc.
filed a claim against CPTS Hotel Lessee, LLC also seeking a
declaratory judgement and alleging breach of contract and fraud.
On 1 May 2018, the court granted IHG’s motion for preliminary
injunction and ruled that the license agreement at issue is not
terminable at will by CPTS. As of 22 February 2021, the likelihood
of a favourable or unfavourable result cannot be reasonably
determined and it is not possible to determine whether any loss
is likely or to estimate the amount of any loss.
A claim was filed on 26 June 2017 against Inter-Continental Hotels
Corporation, InterContinental Hotels Group Resources, Inc., and
InterContinental Hotels Group (Canada), Inc. seeking class action
status and alleging breach of fiduciary duty, negligence, breach of
confidence, intrusion upon seclusion, breach of contract, breach of
privacy legislation, and unjust enrichment regarding an alleged data
breach. The claim was amended in March 2018 to name Six
Continents Hotels, Inc. as the sole defendant. The claimant alleges
that security failures allowed customers’ financial information to be
compromised. As of 22 February 2021, the likelihood of a favourable
or unfavourable result cannot be reasonably determined and it is not
possible to determine whether any loss is likely or to estimate the
amount of any loss.
Two claims were filed on 19 March 2018 and 6 December 2018
against Six Continents Hotels, Inc. and other hotel companies,
alleging violations of anti-trust regulations. One of the matters
is a class action, and both suits allege that the defendant hotel
companies conspired to eliminate competitive branded keyword
search advertising in the hotel industry, which raised prices for hotel
rooms in violation of applicable law. As of 22 February 2021,
the likelihood of a favourable or unfavourable result cannot be
reasonably determined and it is not possible to determine whether
any loss is likely or to estimate the amount of any loss.
A claim was filed on 5 April 2019 and amended on 16 December
2019 against Kimpton seeking class action status and alleging harm
related to the compromise of personal information due to a data
security breach. The allegations relate to a breach of the reservation
system previously used by Kimpton. As of 22 February 2021 the
likelihood of a favourable or unfavourable result cannot be
reasonably determined and it is not possible to determine whether
any loss is likely or to estimate the amount of any loss.
An arbitration was filed on 21 December 2018 alleging that
IHG Hotels Limited and InterContinental Hotels Group PLC
misrepresented the right of a third party to license the Crowne Plaza
brand. The claimant seeks monetary damages for various alleged
losses. As of 22 February 2021 the likelihood of a favourable or
unfavourable result cannot be reasonably determined and it is not
possible to determine whether any loss is likely or to estimate the
amount of any loss.
A union pension plan filed an action against InterContinental Hotels
Group Resources, Inc. (“IHGR”) on 28 August 2019 in the Southern
District of New York alleging that IHGR failed to pay a pension fund
liability associated with its alleged withdrawal from the fund based
on the termination of IHGR’s management of three formerly
IHG-branded hotels. The parties reached agreement on a resolution
of this matter on 14 October 2020, and the action was dismissed.
The parties have complied with the terms of the agreement.
A claim was filed on 5 May 2017 against InterContinental Hotels Group
PLC, Inter-Continental Hotels Corporation, and InterContinental
Hotels Group Resources, Inc. seeking class action status and alleging
breach of implied contract, negligence, and unjust enrichment
regarding an alleged data breach. The claimant alleges that IHG
failed to secure and safeguard customers’ personal financial data.
The parties reached an agreement on a resolution of this matter,
which the Court approved on 2 September 2020 and the case was
dismissed with prejudice. The parties are complying with the terms
of the agreement, and the claims administration process is underway.
Exchange controls and restrictions on payment of dividends
There are no restrictions on dividend payments to US citizens.
Although there are currently no UK foreign exchange control
restrictions on the export or import of capital or the payment of
dividends on the ordinary shares or the ADSs, economic sanctions
which may be in force in the UK from time to time impose
restrictions on the payment of dividends to persons resident
(or treated as so resident) in or governments of (or persons
exercising public functions in) certain countries.
Other than economic sanctions which may be in force in the UK
from time to time, there are no restrictions under the Articles or
under English law that limit the right of non-resident or foreign
owners to hold or vote the ordinary shares or the ADSs. In addition,
the Articles contain certain limitations on the voting and other rights
of any holder of ordinary shares whose holding may, in the opinion
of the Directors, result in the loss or failure to secure the
reinstatement of any licence or franchise from any US governmental
agency held by Six Continents Hotels, Inc. or any subsidiary thereof.
IHG | Annual Report and Form 20-F 2020
235
Additional informtaionGroup information Shareholder information
Taxation
This section provides a summary of material US federal income
tax and UK tax consequences to the US holders, described below,
of owning and disposing of ordinary shares or ADSs of the Company.
This section addresses only the tax position of a US holder who
holds ordinary shares or ADSs as capital assets. This section does
not, however, discuss all of the tax considerations that may be
relevant to any particular US holder, such as the provisions of the
Internal Revenue Code of 1986, as amended (IR Code) known as
the Medicare Contribution tax or tax consequences to US holders
subject to special rules, such as:
• certain financial institutions.
• insurance companies.
• dealers and traders in securities who use a mark-to-market method
of tax accounting.
• persons holding ordinary shares or ADSs as part of a straddle,
conversion transaction, integrated transaction or wash sale, or
persons entering into a constructive sale with respect to the
ordinary shares or ADSs.
• 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 organisations.
• persons who acquired the Company’s ADSs or ordinary shares
pursuant to the exercise of any employee stock option or otherwise
in connection with employment.
• persons who, directly or indirectly, own ordinary shares or ADSs
representing 10% or more of the Company’s voting power or value.
This section does not generally deal with the position of a US holder
who is resident in the UK for UK tax purposes or who is subject to UK
taxation on capital gains or income by virtue of carrying on a trade,
profession or vocation in the UK through a branch, agency or
permanent establishment to which such ADSs or ordinary shares are
attributable (‘trading in the UK’).
As used herein, a ‘US holder’ is a person who, for US federal
income tax purposes, is a beneficial owner of ordinary shares
or ADSs and is: (i) a citizen or individual resident of the US; (ii) a
corporation, or other entity taxable as a corporation, created or
organised in or under the laws of the US, any state therein or the
District of Columbia; (iii) an estate whose income is subject to
US federal income tax regardless of its source; or (iv) a trust,
if a US court can exercise primary supervision over the trust’s
administration and one or more US persons are authorised
to control all substantial decisions of the trust.
This section is based on the IR Code, its legislative history, existing
and proposed regulations, published rulings and court decisions,
and on UK tax laws and the published practice of HM Revenue and
Customs (HMRC), all as of the date hereof. These laws, and that
practice, are subject to change, possibly on a retroactive basis.
This section is further based in part upon the representations
of the ADR Depositary and assumes that each obligation in the
deposit agreement and any related agreement will be performed in
accordance with its terms. For US federal income tax purposes, an
owner of ADRs evidencing ADSs will generally be treated as the
owner of the underlying shares represented by those ADSs. For UK
tax purposes, in practice, HMRC will also regard holders of ADSs as
the beneficial owners of the ordinary shares represented by those
ADSs (although case law has cast some doubt on this). The
discussion below assumes that HMRC’s position is followed.
Generally, exchanges of ordinary shares for ADSs, and ADSs for
ordinary shares, will not be subject to US federal income tax or UK
taxation on capital gains, although UK stamp duty or stamp duty
reserve tax (SDRT) may arise as described below.
Investors should consult their own tax advisers regarding the US
federal, state and local, the UK and other tax consequences of
owning and disposing of ordinary shares or ADSs in their particular
circumstances.
The following disclosures assume that the Company is not, and will
not become, a passive foreign investment company (PFIC), as
described below.
Taxation of dividends
UK taxation
Under current UK tax law, the Company will not be required to
withhold tax at source from dividend payments it makes.
A US holder who is not resident for UK tax purposes in the UK
and who is not trading in the UK will generally not be liable for
UK taxation on dividends received in respect of the ADSs or
ordinary shares.
US federal income taxation
A US holder is generally subject to US federal income taxation on
the gross amount of any dividend paid by the Company out of its
current or accumulated earnings and profits (as determined for
US federal income tax purposes). Distributions in excess of the
Company’s current and accumulated earnings and profits, as
determined for US federal income tax purposes, will be treated as a
return of capital to the extent of the US holder’s basis in the shares
or ADSs and thereafter as capital gain. Because the Company has
not historically maintained, and does not currently maintain, books
in accordance with US tax principles, the Company does not expect
to be in a position to determine whether any distribution will be in
excess of the Company’s current and accumulated earnings and
profits as computed for US federal income tax purposes. As a result,
it is expected that amounts distributed will be reported to the
Internal Revenue Service (IRS) as dividends.
Subject to applicable limitations, dividends paid to certain non-
corporate US holders will be taxable at the preferential rates
applicable to long-term capital gain if the dividends constitute
‘qualified dividend income’. The Company expects that dividends
paid by the Company with respect to the ADSs will constitute
qualified dividend income. US holders should consult their own tax
advisers to determine whether they are subject to any special rules
that limit their ability to be taxed at these preferential rates.
Dividends must be included in income when the US holder, in
the case of shares, or the ADR Depositary, in the case of ADSs,
actually or constructively receives the dividend, and will not be
eligible for the dividends-received deduction generally allowed to
US corporations in respect of dividends received from other US
corporations. For foreign tax credit limitation purposes, dividends
will generally be income from sources outside the US.
The amount of any dividend paid in pounds sterling will be the
US dollar value of the sterling payments made, determined at the
spot sterling/US dollar rate on the date the dividend distribution is
includible in income, regardless of whether the payment is in fact
converted into US dollars. If the dividend is converted into US dollars
on that date, a US holder should not be required to recognise foreign
currency gain or loss in respect of the dividend income. Generally,
any gain or loss resulting from currency exchange fluctuations
during the period from the date the dividend payment is includible in
income to the date the payment is converted into US dollars will be
treated as ordinary income or loss from sources within the US.
236
IHG | Annual Report and Form 20-F 2020
Additional Information Taxation of capital gains
UK taxation
A US holder who is not resident for UK tax purposes in the UK
and who is not trading in the UK will not generally be liable for UK
taxation on capital gains, or eligible for relief for allowable losses,
realised or accrued on the sale or other disposal of ADSs or ordinary
shares. A US holder of ADSs or ordinary shares who is an individual
and who, broadly, has temporarily ceased to be resident in the UK or
has become temporarily treated as non-resident for UK tax purposes
for a period of not more than five years and who disposes of ordinary
shares or ADSs during that period may, for the year of assessment
when that individual becomes resident again in the UK, be liable to
UK tax on capital gains (subject to any available exemption or relief),
notwithstanding the fact that such US holder was not treated as
resident in the UK at the time of the sale or other disposal.
US federal income taxation
A US holder who sells or otherwise disposes of ordinary shares or
ADSs will recognise a capital gain or loss for US federal income tax
purposes equal to the difference between the amount realised and
its tax basis in the ordinary shares or ADSs, each determined in US
dollars. Such capital gain or loss will be a long-term capital gain or
loss where the US holder has a holding period greater than one year.
Losses may also be treated as long-term capital losses to the extent
of certain ‘extraordinary dividends’ that qualified for the preferential
tax rates on qualified dividend income described above. The capital
gain or loss will generally be income or loss from sources within the
US for foreign tax credit limitation purposes. The deductibility of
capital losses is subject to limitations.
PFIC rules
Based on the manner in which the Group operates its business and
estimates of the value of its assets (which estimates are based, in
part, on the market value of the Company’s ADSs) the Company
believes that it was not a PFIC for US federal income tax purposes
for its 2020 taxable year. However, this conclusion is an annual
factual determination and thus may be subject to change. If the
Company were a PFIC for any taxable year during which a US holder
owned ordinary shares or ADSs, gain realised on the sale or other
disposition of ordinary shares or ADSs would, in general, not be
treated as capital gain. Instead, gain would be treated as if the US
holder had realised such gain rateably over the holding period for
the ordinary shares or ADSs and, to the extent allocated to the
taxable year of the sale or other disposition and to any year before
the Company became a PFIC, would be taxed as ordinary income.
The amount allocated to each other taxable year would be taxed at
the highest tax rate in effect (for individuals or corporations, as
applicable) for each such year to which the gain was allocated,
together with an interest charge in respect of the tax attributable to
each such year. In addition, similar rules would apply to any ‘excess
distribution’ received on the ordinary shares or ADSs (generally, the
excess of any distribution received on the ordinary shares or ADSs
during the taxable year over 125% of the average amount of
distributions received during a specified prior period). The
preferential rates for qualified dividend income described above
would not apply if the Company were a PFIC in the taxable year of
the distribution or the preceding taxable year.
Certain elections may be available (including a market-to-market
election) to US holders that would result in alternative treatments of
the ordinary shares or ADSs. If the Company were a PFIC for any
taxable year in which a US holder held ordinary shares or ADSs, a US
holder would generally be required to file IRS Form 8621 with their
annual US federal income tax returns, subject to certain exceptions.
Additional tax considerations
UK inheritance tax
An individual who is neither domiciled nor deemed domiciled
in the UK is only chargeable to UK inheritance tax to the extent
the individual owns assets situated in the UK. As a matter of UK
law, it is not clear whether the situs of an ADS for UK inheritance
tax purposes is determined by the place where the depositary is
established and records the entitlements of the deposit holders, or
by the situs of the underlying share which the ADS represents, but
HMRC may take the view that the ADSs, as well as the ordinary
shares, are or represent UK-situs assets.
However, an individual who is domiciled in the US (for the purposes
of the Estate and Gift Tax Convention (the Convention)), and is not
a UK national as defined in the Convention, will not be subject to UK
inheritance tax (to the extent UK inheritance tax applies) in respect
of the ordinary shares or ADSs on the individual’s death or on a
transfer of the ordinary shares or ADSs during their lifetime, provided
that any applicable US federal gift or estate tax is paid, unless the
ordinary shares or ADSs are part of the business property of a UK
permanent establishment or pertain to a UK fixed base of an
individual used for the performance of independent personal
services. Where the ordinary shares or ADSs have been placed in
trust by a settlor, they may be subject to UK inheritance tax unless,
when the trust was created, the settlor was domiciled in the US and
was not a UK national. If no relief is given under the Convention,
inheritance tax may be charged on death and also on the amount by
which the value of an individual’s estate is reduced as a result of any
transfer made by way of gift or other undervalue transfer, broadly
within seven years of death, and in certain other circumstances.
Where the ordinary shares or ADSs are subject to both UK
inheritance tax and to US federal gift or estate tax, the Convention
generally provides for either a credit against US federal tax liabilities
for UK inheritance tax paid or for a credit against UK inheritance tax
liabilities for US federal tax paid, as the case may be.
UK stamp duty and SDRT
Neither stamp duty nor SDRT will generally be payable in the UK on
the purchase or transfer of an ADS, provided that the ADS and any
separate instrument or written agreement of transfer are executed
and remain at all times outside the UK. UK legislation does however
provide for stamp duty (in the case of transfers) or SDRT to be
payable at the rate of 1.5% on the amount or value of the
consideration (or, in some cases, the value of the ordinary shares)
where ordinary shares are issued or transferred to a person (or
a nominee or agent of a person) whose business is or includes
issuing depositary receipts or the provision of clearance services.
In accordance with the terms of the deposit agreement, any tax or
duty payable on deposits of ordinary shares by the depositary or
by the custodian of the depositary will typically be charged to the
party to whom ADSs are delivered against such deposits.
Following litigation on the subject, HMRC has accepted that it will
no longer seek to apply the 1.5% SDRT charge when new shares are
issued to a clearance service or depositary receipt system on the
basis that the charge is not compatible with EU law. Although there
is a risk that this position could be affected by the UK’s exit from the
EU and the expiry on 31 December 2020 of the related transition
period, HMRC’s recently published practice states that the
disapplication of the 1.5% charge on the issue of shares (and
transfers integral to the raising of capital) into clearance services
or depositary receipt systems in accordance with the relevant
principles of EU law will remain the position following the expiry
of the transition period unless the relevant UK statutory provisions
are amended. In HMRC’s view, the 1.5% SDRT or stamp duty charge
will continue to apply to transfers of shares into a clearance service
or depositary receipt system unless they are an integral part of an
issue of share capital. Specific professional advice should be
sought before paying the 1.5% SDRT or stamp duty charge in
any circumstances.
IHG | Annual Report and Form 20-F 2020
237
Shareholder informationAdditional informtaion Shareholder information continued
Taxation continued
A transfer of the underlying ordinary shares will generally be
subject to stamp duty or SDRT, normally at the rate of 0.5% of
the amount or value of the consideration (rounded up to the next
multiple of £5 in the case of stamp duty). A transfer of ordinary
shares from a nominee to its beneficial owner, including the transfer
of underlying ordinary shares from the depositary to an ADS holder,
under which no beneficial interest passes, will not be subject to
stamp duty or SDRT.
US backup withholding and information reporting
Payments of dividends and sales proceeds with respect to ADSs
and ordinary shares may be reported to the IRS and to the US holder.
Backup withholding may apply to these reportable payments if the
US holder fails to provide an accurate taxpayer identification number
or certification of exempt status or fails to report all interest and
dividends required to be shown on its US federal income tax returns.
Certain US holders (including, among others, corporations) are
not subject to information reporting and backup withholding. The
amount of any backup withholding from a payment to a US holder
will be allowed as a credit against the holder’s US federal income
tax liability and may entitle the holder to a refund, provided that
the required information is timely furnished to the IRS. US holders
should consult their tax advisers as to their qualification for
exemption from backup withholding and the procedure for
obtaining an exemption.
Certain US holders who are individuals (and certain specified
entities), may be required to report information relating to their
ownership of non-US securities unless the securities are held in
accounts at financial institutions (in which case the accounts may
be reportable if maintained by non-US financial institutions). US
holders should consult their tax advisers regarding any reporting
obligations they may have with respect to the Company’s ordinary
shares or ADSs.
Disclosure controls and procedures
As of the end of the period covered by this report, the Group carried
out an evaluation under the supervision and with the participation of
the Group’s management, including the Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and
operation of the Group’s disclosure controls and procedures (as
defined in Rules 13a–15(e) and 15d–15(e) of the Securities Exchange
Act 1934).
These are defined as those controls and procedures designed to
ensure that information required to be disclosed in reports filed
under the Securities Exchange Act 1934 is recorded, processed,
summarised and reported within the specified periods. Based on
that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Group’s disclosure controls and
procedures were effective.
238
IHG | Annual Report and Form 20-F 2020
Additional Information
Summary of significant corporate governance differences
from NYSE listing standards
The Group’s statement of compliance with the principles and
provisions specified in the UK Corporate Governance Code issued
in July 2018 by the Financial Reporting Council (the Code) is set
out on pages 94 and 95.
The Chair of the Company is not a member of either the
Remuneration or Audit Committees. As set out on page 86,
the Audit Committee is chaired by an independent Non-Executive
Director who, in the Board’s view, has the experience and
qualifications to satisfy the criterion under US rules for an
‘audit committee financial expert’.
IHG has also adopted the corporate governance requirements of
the US Sarbanes-Oxley Act and related rules and of the NYSE, to the
extent that they are applicable to it as a foreign private issuer. As a
foreign private issuer, IHG is required to disclose any significant
ways in which its corporate governance practices differ from those
followed by US companies. These are as follows:
Basis of regulation
The Code contains a series of principles and provisions. It is not,
however, mandatory for companies to follow these principles.
Instead, companies must disclose how they have applied them and
disclose, if applicable, any areas of non-compliance along with an
explanation for the non-compliance.
In contrast, US companies listed on the NYSE are required to adopt
and disclose corporate governance guidelines adopted by the NYSE.
Independent Directors
The Code’s principles recommend that at least half the Board,
excluding the Chair, should consist of independent non-executive
directors. As at 22 February 2021, the Board consisted of the Chair,
independent at the time of his appointment, three Executive
Directors and nine independent Non-Executive Directors. NYSE
listing rules applicable to US companies state that companies must
have a majority of independent directors. The NYSE has set out six
bright line tests for director independence. The Board’s judgement
is that all of its Non-Executive Directors are independent. However,
it did not explicitly take into consideration the NYSE’s tests in
reaching this determination.
Chair and Chief Executive Officer
The Code recommends that the Chair and Chief Executive Officer
should not be the same individual to ensure that there is a clear
division of responsibility for the running of the Company’s business.
There is no corresponding requirement for US companies. The roles
of Chair and Chief Executive Officer were, as at 22 February 2021
and throughout 2020, fulfilled by separate individuals.
Committees
The Company has a number of Board Committees which are
similar in purpose and constitution to those required for domestic
companies under NYSE rules. The NYSE requires US companies to
have audit, remuneration and nominating/corporate governance
committees composed entirely of independent directors, as defined
under the NYSE rules. The Company’s Nomination, Audit and
Remuneration Committees consist entirely of Non-Executive
Directors who are independent under the standards of the Code,
which may not necessarily be the same as the NYSE independence
standards. The nominating/governance committee is responsible for
identifying individuals qualified to become Board members and to
recommend to the Board a set of corporate governance principles.
As the Company is subject to the Code, the Company’s Nomination
Committee is responsible for nominating, for approval by the Board,
candidates for appointment to the Board, although it also assists in
developing the role of the Senior Independent Non-Executive
Director. The Company’s Nomination Committee consists of the
Chair and independent Non-Executive Directors.
Non-Executive Director meetings
NYSE rules require that non-management Directors of US companies
must meet on a regular basis without management present, and
independent Directors must meet separately at least once per year.
The Code recommends: (i) the Board Chair to hold meetings with
the Non-Executive Directors without the Executive Directors present;
and (ii) the Non-Executive Directors to meet at least annually without
the Chair present to appraise the Chair’s performance. The
Company’s Non-Executive Directors have met frequently without
Executive Directors being present, and intend to continue this
practice, after every Board meeting if possible.
Shareholder approval of equity compensation plans
The NYSE rules require that shareholders must be given the
opportunity to vote on all equity compensation plans and material
revisions to those plans. The Company complies with UK
requirements which are similar to the NYSE rules. The Board does
not, however, explicitly take into consideration the NYSE’s detailed
definition of ‘material revisions’.
Code of Conduct
The NYSE requires companies to adopt a code of business
conduct and ethics, applicable to Directors, officers and employees.
Any waivers granted to Directors or officers under such a code must
be promptly disclosed. As set out on page 220, IHG’s Code of
Conduct is applicable to all Directors, officers and employees, and is
available on the Company’s website at www.ihgplc.com/investors
under Corporate governance. No waivers have been granted under
the Code of Conduct.
Compliance certification
Each chief executive of a US company must certify to the NYSE each
year that he or she is not aware of any violation by the Company of
any NYSE corporate governance listing standard. As the Company is
a foreign private issuer, the Company’s Chief Executive Officer is not
required to make this certification. However, he is required to notify
the NYSE promptly in writing after any of the Company’s executive
officers become aware of any non-compliance with those NYSE
corporate governance rules applicable to the Company.
IHG | Annual Report and Form 20-F 2020
239
Shareholder informationAdditional informtaion Shareholder information continued
Selected five-year consolidated financial information
The selected consolidated financial data set forth in the table below
for the years ended 31 December 2016, 2017, 2018, 2019 and 2020
has been prepared in accordance with IFRS as issued by the IASB
and in accordance with IFRS adopted pursuant to Regulation (EC)
No 1606/2002 as it applies in the European Union, and is derived
from the audited Group Financial Statements.
Group income statement data
For the year ended 31 December
Total revenue
Operating profit before System Fund and exceptional items
System Fund
Operating exceptional items
Operating (loss)/profit
Financial income
Financial expenses
Fair value gains/(losses) on contingent purchase consideration
(Loss)/profit before tax
Tax:
On profit before exceptional items
On exceptional items
Exceptional tax
(Loss)/profit for the year from continuing operations:
Attributable to:
Equity holders of the parent
Non-controlling interest
(Loss)/earnings per ordinary share (continuing and total operations):
Basic
Diluted
Group statement of financial position data
For the year ended 31 December
Goodwill and other intangible assets
Property, plant and equipment and right-of-use assets
Investments and other financial assets
Non-current trade and other receivables
Retirement benefit assets
Non-current derivative financial instruments
Deferred compensation plan investments
Non-current tax receivable
Deferred tax assets
Non-current contract costs
Non-current contract assets
Current assets
Assets classified as held for sale
Total assets
Current liabilities
Long-term debt including lease liabilities
Liabilities classified as held for sale
Net liabilities
Equity share capital
IHG shareholders’ equity
Number of shares in issue at end of the year (millions)
IFRS adopted pursuant to Regulation (EC) No 1606/2002 as it
applies in the European Union differs in certain respects from IFRS
as issued by the IASB. However, the differences have no impact
on the Group Financial Statements for the years presented. The
selected consolidated financial data set forth below should be read
in conjunction with, and is qualified in its entirety by reference to, the
Group Financial Statements and notes thereto included elsewhere in
this Annual Report and Form 20-F.
$m, except earnings per ordinary share
2020
2,394
2019
4,627
2018
4,337
2017
4,075
(142.9)¢
(142.9)¢
210.4¢
209.2¢
183.7¢
181.8¢
276.7¢
275.3¢
215.1¢
213.1¢
2019
Restateda
2018
Restateda
219
(102)
(270)
(153)
4
(144)
13
(280)
(32)
52
–
20
(260)
(260)
–
865
(49)
(186)
630
6
(121)
27
542
(176)
20
–
(156)
386
385
1
2020
1,293
504
249
–
–
5
236
15
113
70
311
2,243
–
5,039
1,867
3,314
–
1,376
799
394
–
–
–
218
28
66
67
311
916
19
4,194
1,365
2,673
22
(1,849)
(1,465)
156
151
(1,857)
(1,473)
187
187
832
(146)
(104)
582
5
(101)
(4)
482
774
(34)
4
744
4
(95)
–
653
2016
3,912
706
35
(29)
712
6
(86)
–
632
(159)
(203)
(185)
22
5
(132)
350
349
1
(2)
87
(118)
535
534
1
12
–
(173)
459
456
3
$m, except number of shares
2017
967
736
369
–
3
–
–
16
78
51
241
861
–
3,322
1,306
2,267
–
2016
858
419
359
8
–
–
–
23
69
45
185
796
–
2,762
1,150
1,606
–
(1,354)
(1,146)
154
(1,361)
197
141
(1,154)
206
1,143
786
364
–
–
7
193
31
63
55
270
1,373
–
4,285
1,407
2,525
–
(1,131)
146
(1,139)
197
a Restated for the recognition of the Group’s deferred compensation assets and liabilities (see pages 134 of the Group Financial Statements for further details).
240
IHG | Annual Report and Form 20-F 2020
Additional Information
Return of funds
Since March 2003, the Group has returned over £6.6 billion of funds to shareholders by way of special dividends, capital returns and share
repurchase programmes.
Return of funds programme
£501m special dividenda
£250m share buyback
£996m capital returna
£250m share buyback
£497m special dividenda
£250m share buyback
£709m special dividenda
£150m share buyback
$500m special dividendac
$500m share buyback
$350m special dividend
$750m special dividenda
$1,500m special dividenda
$400m special dividenda
$500m special dividenda
Total
a Accompanied by a share consolidation.
Timing
Total return
Returned to date
Paid in December 2004
Completed in 2004
Paid in July 2005
Completed in 2006
Paid in June 2006
Completed in 2007
Paid in June 2007
N/Ab
Paid in October 2012
Completed in 2014
Paid in October 2013
Paid in July 2014
Paid in May 2016
Paid in May 2017
Paid in January 2019
£501m
£250m
£996m
£250m
£497m
£250m
£709m
£150m
£315md
($500m)
£315md
($500m)
£229mg
($350m)
£447mi
($750m)
£1,038mk
($1,500m)
£309ml
($400m)
£389mm
($500m)
£6,645m
£501m
£250m
£996m
£250m
£497m
£250m
£709m
£120m
£315me
($505m)
£315m
($500m)f
£228m
($355m)h
£446m
($763m)j
£1,038m
($1,500m)
£310m
($404m)
£388m
($510m)
£6,613m
b This programme was superseded by the share buyback programme announced on 7 August 2012.
c IHG changed the reporting currency of its Consolidated Financial Statements from sterling to US dollars effective from the Half-Year Results as at 30 June 2008.
d The dividend was first determined in US dollars and converted to sterling immediately before announcement at the rate of $1=£0.63, as set out in the circular detailing the special
dividend and share buyback programme published on 14 September 2012.
e Sterling dividend translated at $1=£0.624.
f Translated into US dollars at the average rates of exchange for the relevant years (2014 $1=£0.61; 2013 $1=£0.64; 2012 $1 = £0.63).
g The dividend was first determined in US dollars and converted to sterling immediately before announcement at the rate of $1=£0.65, as announced in the Half-Year Results to 30 June 2013.
h Sterling dividend translated at $1=£0.644.
i The dividend was first determined in US dollars and converted to sterling immediately before announcement at the rate translated at $1=£0.597.
j Sterling dividend translated at $1=£0.5845.
k The dividend was first determined in US dollars and converted to sterling at the rate of $1 = £0.6923, as announced on 12 May 2016.
l The dividend was first determined in US dollars and converted to sterling at the rate of $1 = £0.7724, as announced on 11 May 2017.
m The dividend was first determined in US dollars and converted to sterling at the rate of £1 = $1.2860, as announced on 17 January 2019.
IHG | Annual Report and Form 20-F 2020
241
Shareholder informationAdditional informtaion Shareholder information continued
Purchases of equity securities by the Company
and affiliated purchasers
During the financial year ended 31 December 2020, no ordinary shares were purchased by the Company or the Company’s employee share
ownership trust.
Month 1 (no purchases this month)
Month 2 (no purchases this month)
Month 3 (no purchases this month)
Month 4 (no purchases this month)
Month 5 (no purchases this month)
Month 6 (no purchases this month)
Month 7 (no purchases this month)
Month 8 (no purchases this month)
Month 9 (no purchases this month)
Month 10 (no purchases this month)
Month 11 (no purchases this month)
Month 12 (no purchases this month)
Total number of shares
(or units) purchased
Average price paid
per share (or unit) (£)
Total number of shares
(or units) purchased as part
of publicly announced plans
or programmes
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
Maximum number
of shares (or units) that may
be purchased under the
plans or programmes
18,123,205a
18,123,205a
18,123,205a
18,123,205a
18,265,631b
18,265,631b
18,265,631b
18,265,631b
18,265,631b
18,265,631b
18,265,631b
18,265,631b
a Reflects the resolution passed at the Company’s AGM held on 3 May 2019.
b Reflects the resolution passed at the Company’s AGM held on 7 May 2020.
Dividend history
The table below sets forth the amounts of ordinary dividends on each ordinary share and special dividends, in respect of each financial year
indicated.
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
2008c
2007
2006
Interim dividend
Final dividend
Total dividend
Special dividend
pence
cents
pence
cents
pence
cents
pence
cents
–
32.0
27.7
24.4
22.6
17.7
14.8
15.1
13.5
9.8
8.0
7.3
6.4
5.7
5.1
–
39.9
36.3
33.0
30.0
27.5
25.0
23.0
21.0
16.0
12.8
12.2
12.2
11.5
9.6
–
–a
60.4
50.2
49.4
40.3
33.8
28.1
27.7
24.7
22.0
18.7
20.2
14.9
13.3
–
–a
78.1
71.0
64.0
57.5
52.0
47.0
43.0
39.0
35.2
29.2
29.2
29.2
25.9
–
32.0
88.1
74.6
72.0
58.0
48.6
43.2
41.2
34.5
30.0
26.0
26.6
20.6
18.4
–
39.9
114.4
104.0
94.0
85.0
77.0
70.0
64.0
55.0
48.0
41.4
41.4
40.7
35.5
–
–
–
–
203.8bd
262.1bd
156.4b
438.2b
–
174.9b
87.1
108.4b
–
–
–
–
200b
118b
202.5b
632.9b
–
293.0b
133.0
172.0b
–
–
–
–
–
–
a The Board withdrew its recommendation of a final dividend in respect of 2019 of 85.9 ¢ per share. The Board will continue to defer consideration of further dividends until visibility of
the pace and scale of market recovery has improved.
b Accompanied by a share consolidation.
c IHG changed the reporting currency of its Consolidated Financial Statements from sterling to US dollars effective from the Half-Year Results as at 30 June 2008. Starting with the
interim dividend for 2008, all dividends have first been determined in US dollars and converted into sterling prior to payment.
d This special dividend was announced on 19 October 2018 and paid on 29 January 2019.
242
IHG | Annual Report and Form 20-F 2020
Additional Information Shareholder profiles
Shareholder profile by type as at 31 December 2020
Category of shareholder
Private individuals
Nominee companies
Limited and public limited companies
Other corporate bodies
Pension funds, insurance companies and banks
Total
Shareholder profile by size as at 31 December 2020
Range of shareholdings
1–199
200–499
500–999
1,000–4,999
5,000–9,999
10,000–49,999
50, 000–99,999
100,000–499,999
500,000–999,999
1,000,000 and above
Total
Shareholder profile by geographical location as at 31 December 2020
Country/Jurisdiction
UK
Rest of Europe
US (including ADRs)
Rest of world
Total
Number of
shareholders
Percentage of
total shareholders
Number of
ordinary shares
Percentage of
issued share capital
31,035
1,100
673
113
8
32,929
94.25
3.34
2.05
0.34
0.02
100
8,030,777
154,746,738
14,769,660
10,151,763
18,782
187,717,720
4.28
82.43
7.87
5.41
0.01
100
Number of
shareholders
Percentage of
total shareholders
Number of
ordinary shares
Percentage of
issued share capital
22,553
5,772
2,323
1,568
190
292
67
112
17
35
32,929
68.49
17.53
7.05
4.76
0.58
0.89
0.20
0.34
0.05
0.11
100
1,353,854
1,808,630
1,611,344
3,069,920
1,350,769
6,409,427
4,948,131
26,377,746
11,917,458
128,870,441
187,717,720
0.72
0.96
0.86
1.64
0.72
3.41
2.64
14.05
6.35
68.65
100
Percentage of
issued share capital
49.4
28.8
17.1
4.7
100
The geographical profile presented is based on an analysis of shareholders (by manager) of 38,000 shares or above where geographical
ownership is known. This analysis only captures 90.1% of total issued share capital. Therefore, the known percentage distributions have
been multiplied by 100⁄90.1 (1.110) to achieve the figures shown in the table above.
As of 22 February 2021, 7,757,832 ADSs equivalent to 7,757,832 ordinary shares, or approximately 4.13% of the total issued share capital,
were outstanding and were held by 425 holders. Since certain ordinary shares are registered in the names of nominees, the number of
shareholders on record may not be representative of the number of beneficial owners.
As of 22 February 2021, there were a total of 32,786 recorded holders of ordinary shares, of whom 250 had registered addresses in the US
and held a total of 320,288 ordinary shares (0.17% of the total issued share capital).
IHG | Annual Report and Form 20-F 2020
243
Shareholder informationAdditional informtaion Exhibits
The following exhibits are filed as part of this Annual Report on Form 20-F with the SEC, and are publicly available through the SEC’s website
at www.sec.gov, search InterContinental Hotels Group PLC, under Company Filings.
Exhibit 1
Exhibit 2(d)
Exhibit 4(a)(i)(a)
Exhibit 4(a)(ii)a
Exhibit 4(a)(iii)
Exhibit 4(a)(iv)
Exhibit 4(a)(v)
Exhibit 4(c)(i)a
Exhibit 4(c)(ii)
Exhibit 4(c)(iii)
Exhibit 4(c)(iv)a
Exhibit 4(c)(v)a
Exhibit 8
Exhibit 12(a)
Exhibit 12(b)
Exhibit 13(a)
Articles of Association of the Company dated 7 May 2020
Description of Securities Registered Under Section 12 of the Exchange Act
Amended and restated trust deed dated 14 September 2020 relating to a £3 billion Euro Medium Term Note Programme, among
InterContinental Hotels Group PLC, Six Continents Limited, InterContinental Hotels Limited and HSBC Corporate Trustee Company
(UK) Limited
$1.275 billion bank facility agreement dated 30 March 2015, among InterContinental Hotels Group PLC and certain of its
subsidiaries, and Bank of America Merrill Lynch International Limited, Barclays Bank PLC, Citibank, N.A. London Branch,
Commerzbank Aktiengesellschaft, London Branch, DBS Bank Ltd., London Branch, HSBC Bank plc, SunTrust Bank, The Bank of
Tokyo-Mitsubishi UFJ, Ltd., The Royal Bank Of Scotland plc, U.S. Bank National Association and Wells Fargo Bank N.A., London
Branch (incorporated by reference to Exhibit 4(a)(iii) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No.
1 – 10409) dated 3 March 2016)
Waiver and amendment letter dated 20 April 2020 relating to the $1.275 billion bank facility agreement dated 30 March 2015
Extension letter dated 27 April 2020 relating to the $1.275 billion bank facility agreement dated 30 March 2015
Waiver and amendment letter dated 4 December 2020 relating to the $1.275 billion bank facility agreement dated 30 March 2015
Paul Edgecliffe-Johnson’s service contract dated 6 December 2013, commencing on 1 January 2014 (incorporated by reference to
Exhibit 4(c)(i) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated 26 February 2014)
Rules of the InterContinental Hotels Group Long Term Incentive Plan as approved by shareholders on 2 May 2014 and as amended
on 14 February 2019, 4 December 2019 and 7 May 2020
Rules of the InterContinental Hotels Group Annual Performance Plan as amended
Keith Barr’s service contract dated 5 May 2017, commencing on 1 July 2017 (incorporated by reference to Exhibit 4(c)(v) of the
InterContinental Hotels Group Annual Report on Form 20-F (File No.1-10409) dated 1 March 2018)
Elie Maalouf’s service contract dated 19 October 2017, commencing on 1 January 2018 (incorporated by reference to Exhibit 4(c)(vi)
of the InterContinental Hotels Group Annual Report on Form 20-F (File No.1-10409) dated 1 March 2018)
List of subsidiaries as at 31 December 2020 (can be found on pages 197 to 199)
Certification of Keith Barr filed pursuant to 17 CFR 240.13a–14(a)
Certification of Paul Edgecliffe-Johnson filed pursuant to 17 CFR 240.13a–14(a)
Certification of Keith Barr and Paul Edgecliffe-Johnson furnished pursuant to 17 CFR 240.13a–14(b) and 18 U.S.C.1350
Exhibit 15(a)(i)
Consent of independent registered public accounting firm, Ernst & Young LLP
Exhibit 101
XBRL Instance Document and related items
a Incorporated by reference.
244
IHG | Annual Report and Form 20-F 2020
Additional Information Forward-looking statements
The Annual Report and Form 20-F 2020 contains certain forward-
looking statements as defined under US legislation (Section 21E
of the Securities Exchange Act of 1934) with respect to the financial
condition, results of operations and business of the Group and
certain plans and objectives of the Board of Directors of
InterContinental Hotels Group PLC with respect thereto. Such
statements include, but are not limited to, statements made in the
Chair’s statement and in the Chief Executive Officer’s review. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as ‘anticipate’, ‘target’, ‘expect’,
‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, or other words of similar
meaning. These statements are based on assumptions and
assessments made by the Group’s management in light of their
experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe to be appropriate.
By their nature, forward-looking statements are inherently predictive,
speculative and involve risk and uncertainty. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed in, or implied by, such forward-
looking statements, including, but not limited to: the risks of political
and economic developments; the risks of overcapacity in the hotel
industry; the Group being subject to a competitive and changing
industry; the Group’s reliance on the reputation of its existing brands
and exposure to inherent reputation risks; the Group’s exposure
to inherent uncertainties associated with brand development and
expansion; the Group’s exposure to a variety of risks related to
identifying, securing and retaining franchise and management
agreements; the Group’s requirement of the right people, skills
and capabiliity to manage growth and change; the risks associated
with collective bargaining activity which could disrupt operations,
increase labour costs or interfere with the ability of management to
focus on executing business strategies; the Group’s exposure to the
risks related to cybersecurity and data privacy; the Group’s exposure
to increasing competition from online travel agents and
intermediaries; the Group’s exposure to inherent risks in relation
to changing technology and systems; the Group’s reliance upon
the resilience of its reservation system and other key technology
platforms, and the risks that could disrupt their operation and/or
integrity; the Group’s exposure to risks related to executing and
realising benefits from strategic transactions, including acquisitions
and restructuring; the Group’s dependence upon a wide range of
external stakeholders and business partners; the Group’s exposure
to the risk of litigation; the requirement to comply with existing and
changing regulations and act in accordance with societal
expectations across numerous countries, territories and
jurisdictions; the Group’s exposure to risks associated with its
intellectual property; the Group’s exposure to a variety of risks
associated with its financial stability and ability to borrow and satisfy
debt covenants; the Group’s operations being dependent on
maintaining sufficient liquidity to meet all foreseeable medium-term
requirements and provide headroom against unforeseen obligations;
the Group’s exposure to an impairment of the carrying value of its
brands, goodwill or other tangible and intangible assets negatively
affecting its consolidated operating results; the Group’s exposure
to fluctations in exchange rates, currency devaluations or
restructurings and to interest rate risk in relation to its borrowings;
the risk that the Group may be affected by credit risk on treasury
transactions; the risk that the Group’s financial performance may be
affected by changes in tax laws; the risks associated with insuring
the Group’s business; the Group’s exposure to a variety of risks
associated with safety, security and crisis management; the Group’s
exposure to the risk of events or stakeholder expectations that
adversely impact domestic or international travel, including climate
change; and the risks associated with domestic and international
environmental laws and regulations that may cause us to incur
substantial costs or subject us to potential liabilities.
The main factors that could affect the business and financial results
are described in the Strategic Report of the Annual Report and Form
20-F 2020.
Exhibits
IHG | Annual Report and Form 20-F 2020
245
Additional informtaion Form 20-F cross-reference guide
Item Form 20-F caption
1
2
3
Identity of Directors, senior management and advisers
Offer statistics and expected timetable
Key information
3A – Selected financial data
3B – Capitalisation and indebtedness
3C – Reason for the offer and use of proceeds
3D – Risk factors
Information on the Company
4A – History and development of the Company
4
4B – Business overview
4C – Organisational structure
4D – Property, plant and equipment
4A
5
Unresolved staff comments
Operating and financial review and prospects
5A – Operating results
5B – Liquidity and capital resources
5C – Research and development; intellectual property
5D – Trend information
5E – Off-balance sheet arrangements
5F – Tabular disclosure of contractual obligations
5G – Safe harbour
Non-GAAP financial measures
6
Directors, senior management and employees
6A – Directors and senior management
6B – Compensation
6C – Board practices
6D – Employees
6E – Share ownership
Location in this document
Not applicable
Not applicable
Shareholder information: Selected five-year consolidated financial information
Shareholder information: Dividend history
Not applicable
Not applicable
Group information: Risk factors
Group information: History and developments
Shareholder information: Return of funds
Useful information: Contacts
Strategic Report
Group information: Working Time Regulations 1998
Group Information: Risk factors
Group Financial Statements: Note 34 – Group companies
Group Information: History and developments
Strategic Report: Key performance indicators
Directors’ Report: Greenhouse gas (GHG) emissions
Group Financial Statements: Note 14 – Property, plant and equipment
None
Strategic Report: Key performance indicators
Strategic Report: Performance
Group Financial Statements: Accounting policies
Group Financial Statements: New accounting standards
Viability statement
Strategic Report: Performance – Liquidity and capital resources
Group Financial Statements: Note 19 – Cash and cash equivalents
Group Financial Statements: Note 22 – Loans and other borrowings
Group Financial Statements: Note 24 – Financial risk management and derivative
financial instruments
Group Financial Statements: Note 25 – Classification and measurement of
financial instruments
Group Financial Statements: Note 26 – Reconciliation of (loss)/profit for the year
to cash flow from operations before contract acquisition costs
Not applicable
Strategic Report: Performance
Strategic Report: Performance – Liquidity and capital resources
– Off-balance sheet arrangements
Strategic Report: Performance – Liquidity and capital resources
Additional Information: Forward-looking statements
Strategic Report: Performance
Other financial information
Group Financial Statements: Note 6 – Exceptional items
Group Financial Statements: Note 10 – (Loss)/earnings per ordinary share
Group Financial Statements: Note 23 – Net debt
Governance: Our Board of Directors and Our Executive Committee
Directors’ Remuneration Report
Group Financial Statements: Note 27 – Retirement benefits
Group Financial Statements: Note 32 – Related party disclosures
Group Financial Statements: Note 28 – Share-based payments
Governance structure and Board activities
Executive Directors’ benefits upon termination of office
Group Financial Statements: Note 4 – Staff costs and Directors’ remuneration
Group information: Working Time Regulations 1998
Directors’ Report: Employees and Code of Conduct
Directors’ Remuneration Report: Annual Report on Directors’ remuneration
– Scheme interests awarded during 2019 and 2020
Directors’ Remuneration Report: Annual Report on Directors’ remuneration
– Statement of Directors’ shareholdings and share interests
Group Financial Statements: Note 28 – Share-based payments
Group information: Directors’ and Executive Committee members’
shareholdings
Page
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224
241
251
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233
224-229
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224
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–
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47-71
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145
42
70-71
175
177-178
179-183
184-186
187
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71
70-71
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96-111
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196
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105
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IHG | Annual Report and Form 20-F 2020
Additional Information Item Form 20-F caption
7
Major shareholders and related party transactions
7A – Major shareholders
7B – Related party transactions
7C – Interests of experts and counsel
Financial Information
8A – Consolidated statements and other financial
information
8B – Significant changes
The offer and listing
9A – Offer and listing details
9B – Plan of distribution
9C – Markets
9D – Selling shareholders
9E – Dilution
9F – Expenses of the issue
Additional information
10A – Share capital
10B – Memorandum and articles of association
10C – Material contracts
10D – Exchange controls
10E – Taxation
10F – Dividends and paying agents
10G – Statement by experts
10H – Documents on display
10I – Subsidiary information
Quantitative and qualitative disclosures about
market risk
Description of securities other than equity securities
12A – Debt securities
12B – Warrants and rights
12C – Other securities
12D – American depositary shares
Defaults, dividend arrearages and delinquencies
Material modifications to the rights of security
holders and use of proceeds
Controls and Procedures
8
9
10
11
12
13
14
15
16
16A – Audit committee financial expert
16B – Code of ethics
16C – Principal accountant fees and services
16D – Exemptions from the listing standards for audit
committees
16E – Purchase of equity securities by the issuer and
affiliated purchasers
16F – Change in registrant’s certifying accountant
16G – Corporate Governance
16H – Mine safety disclosure
Financial statements
Financial statements
Exhibits
17
18
19
Location in this document
Directors’ Report: Major institutional shareholders
Shareholder information: Shareholder profiles
Group Financial Statements: Note 16 – Investment in associates and joint ventures
Group Financial Statements: Note 32 – Related party disclosures
Not applicable
Directors’ Report: Dividends
Group Financial Statements
Group information: Legal proceedings
Strategic Report: Performance – Other financial information
None
Useful information: Trading markets
Not applicable
Useful information: Trading markets
Not applicable
Not applicable
Not applicable
Not applicable
Group information: Articles of Association
Group information: Rights attaching to shares
Group information: Material contracts
Group information: Exchange controls and restrictions on payment
of dividends
Shareholder information: Taxation
Not applicable
Not applicable
Useful information: Investor information – Documents on display
Not applicable
Group Financial Statements: Note 24 – Financial risk management
and derivative financial instruments
Not applicable
Not applicable
Not applicable
Group information: Description of securities other than equity securities
Not applicable
Not applicable
Shareholder information: Disclosure controls and procedures
Statement of Directors’ Responsibilities:
Management’s report on internal control over financial reporting
Independent Auditor’s US Report
Governance: Audit Committee Report
Shareholder information: Summary of significant corporate governance
differences from NYSE listing standards – Committees
Directors’ Report: Employees and Code of Conduct
Strategic Report: Our culture and responsible business
Shareholder information: Summary of significant corporate governance
differences from NYSE listing standards
Governance: Audit Committee Report – External auditor
Governance: Audit Committee Report – Non-audit services
Group Financial Statements: Note 5 – Auditor’s remuneration paid
to Ernst & Young LLP
Not applicable
Shareholder information: Purchases of equity securities by the Company and
affiliated purchasers
Governance: Audit Committee Report – Audit transition
Group information: Change in certifying accountant
Shareholder information: Summary of significant corporate governance
differences from NYSE listing standards
Not applicable
Not applicable
Group Financial Statements
Additional Information: Exhibits
Page
219
243
171-172
196
–
219
126-199
235
68-69
–
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–
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–
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232-233
234
235
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114
122-125
86-90
239
220
24-33
239
89
88
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–
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239
–
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244
Form 20-F cross-reference guide
IHG | Annual Report and Form 20-F 2020
247
Additional informtaion Glossary
Adjusted EBITDA
operating profit, excluding System Fund
revenues and expenses, exceptional items
and depreciation and amortisation.
ADR
an American Depositary Receipt, being a
receipt evidencing title to an ADS.
ADR Depositary
J.P. Morgan Chase Bank N.A.
ADS
an American Depositary Share as evidenced
by an ADR, being a registered negotiable
security, listed on the New York Stock
Exchange, representing one ordinary share
of 20 340 ⁄399 pence each of the Company.
AGM
Annual General Meeting of InterContinental
Hotels Group PLC.
Annual Report
the Annual Report and Form 20-F in relation
to the years ending 31 December 2019 or
2020 as relevant.
APP
Annual Performance Plan.
Articles
the Articles of Association of the Company
for the time being in force.
average daily rate
rooms revenue divided by the number of
room nights sold.
basic earnings per ordinary share
profit available for IHG equity holders
divided by the weighted average number of
ordinary shares in issue during the year.
Board
the Board of Directors of InterContinental
Hotels Group PLC.
capital expenditure
purchases of property, plant and equipment,
intangible assets, associate and joint venture
investments, and other financial assets, plus
contract acquisition costs (key money).
Captive
the Group’s captive insurance company,
SCH Insurance Company.
cash-generating units (CGUs)
the smallest identifiable groups of assets
that generate cash inflows that are largely
independent of the cash inflows from other
assets or groups of assets.
CCFF
Commercial paper issued under the
UK Government’s Covid Corporate
Financing Facility.
Code
UK Corporate Governance Code issued in
2018 by the Financial Reporting Council in
the UK.
Colleague
individuals who work at IHG corporate
offices, reservation centres, managed,
owned, leased, managed lease and
franchised hotels collectively.
Companies Act
the Companies Act 2006, as amended from
time to time.
Company or Parent Company
InterContinental Hotels Group PLC.
comparable RevPAR
a comparison for a grouping of hotels that
have traded in all months in financial years
being compared. Principally excludes new
hotels, hotels closed for major refurbishment
and hotels sold in either of the two years.
Hotels temporarily closed as a result of
Covid-19 are not excluded from comparable
RevPAR.
Compound Annual Growth Rate (CAGR)
the annual growth rate over a period of
years, calculated on the basis that each
year’s growth is compounded, that is, the
amount of growth in each year is included
in the following year’s number, which in
turn grows further.
constant currency
a prior-year value translated using the
current year’s average exchange rates.
contingencies
liabilities that are contingent upon the
occurrence of one or more uncertain future
events.
continuing operations
operations not classified as discontinued.
currency swap
an exchange of a deposit and a borrowing,
each denominated in a different currency,
for an agreed period of time.
Deferred Compensation Plan
a US plan that allows for the additional
provision for retirement within a dedicated
trust, either through employee deferral of
salary with matching company contributions
or through direct company contribution.
derivatives
financial instruments used to reduce risk, the
price of which is derived from an underlying
asset, index or rate.
direct channels
methods of booking hotel rooms (both
digital and voice) not involving third-party
intermediaries.
Director
a Director of InterContinental Hotels Group
PLC.
DR Policy
Directors’ Remuneration Policy.
EMEAA
Europe, Middle East, Asia and Africa.
Employee
individuals directly employed at IHG corporate
offices, reservation centres and managed,
owned, leased, managed lease hotels.
employee engagement survey
our employee engagement survey, known as
Colleague HeartBeat, completed by IHG
employees only.
Enterprise contribution to revenue
the percentage of room revenue booked
through IHG managed channels and
sources: direct via our websites, apps and
call centres; through our interfaces with
Global Distribution Systems (GDS) and
agreements with Online Travel Agencies
(OTAs); other distribution partners directly
connected to our reservation system; and
Global Sales Office business or IHG Reward
members that book directly at a hotel.
ERG
employee resource group.
EU
the European Union.
euro or €
the currency of the European Economic and
Monetary Union.
exceptional items
items that are disclosed separately because
of their size, nature or incidence.
fee business
IHG’s franchise and managed businesses
combined.
fee margin
fee margin is calculated by dividing ‘fee
operating profit’ by ‘fee revenue’. Fee
revenue and fee operating profits are
calculated from revenue from reportable
segments and operating profit from
reportable segments, adjusted to exclude
the revenue and operating profit from the
Group’s owned, leased and managed lease
hotels and significant liquidated damages.
In addition, fee margin is adjusted for the
results of the Group’s captive insurance
company, where premiums are intended
to match the expected claims and as such
these amounts are adjusted from the fee
margin to better depict the profitability of
the fee business. Fee margin is presented
at actual exchange rates.
franchisee
an owner who uses a brand under licence
from IHG.
goodwill
the difference between the consideration
given for a business and the total of the fair
values of the separable assets and liabilities
comprising that business.
Group or IHG
the Company and its subsidiaries.
248
IHG | Annual Report and Form 20-F 2020
Additional Information System
hotels/rooms operating under franchise and
management agreements together with IHG
owned, leased and managed lease hotels/
rooms, globally (the IHG System) or on a
regional basis, as the context requires.
System Fund or Fund
assessment fees and contributions collected
from hotels within the IHG System which
fund activities that drive revenue to our
hotels including marketing, the IHG Rewards
loyalty programme and our distribution
channels.
technology fee income
income received from hotels under franchise
and management agreements for the use of
IHG’s Guest Reservation System.
total gross revenue
total rooms revenue from franchised hotels
and total hotel revenue from managed,
owned, leased and managed lease hotels.
Other than owned, leased and managed
lease hotels, it is not revenue wholly
attributable to IHG, as it is mainly derived
from hotels owned by third parties.
Total Shareholder Return or TSR
the theoretical growth in value of a
shareholding over a period, by reference to
the beginning and ending share price, and
assuming that dividends, including special
dividends, are reinvested to purchase
additional units of the equity.
UK
the United Kingdom.
US
the United States of America.
US 401(k) Plan
the Defined Contribution 401(k) plan.
US dollars, US$, $ or ¢
the currency of the United States of America.
workforce
IHG employees.
working capital
the sum of inventories, receivables and
payables of a trading nature, excluding
financing and taxation items.
Guest Love
IHG’s guest satisfaction measurement tool
used to measure brand preference and
guest satisfaction.
Guest Reservation System or GRS
our global electronic guest reservation
system.
hedging
the reduction of risk, normally in relation to
foreign currency or interest rate movements,
by making offsetting commitments.
hotel revenue
revenue from all revenue-generating activity
undertaken by managed and owned, leased
and managed lease hotels, including room
nights, food and beverage sales.
IASB
International Accounting Standards Board.
IFRS
International Financial Reporting Standards
as issued by the IASB and adopted pursuant
to Regulation (EC) No 1606/2002 as it
applies in the European Union.
IHG PLC
InterContinental Hotels Group PLC.
indirect channels
online travel intermediaries and business
and leisure travel agents.
interest rate swap
an agreement to exchange fixed for floating
interest rate streams (or vice versa) on a
notional principal.
liquidated damages
payments received in respect of the early
termination of franchise and management
contracts.
LTIP
Long Term Incentive Plan.
managed leases
properties which are held through a lease
but with the same characteristics as
management contracts.
management contract or management
agreement
a contract to operate a hotel on behalf of the
hotel owner.
market capitalisation
the value attributed to a listed company by
multiplying its share price by the number of
shares in issue.
net debt
loans and other borrowings, lease liabilities,
the exchange element of the fair value of
derivatives hedging debt values, less cash
and cash equivalents.
net rooms supply
net total number of IHG System hotel rooms.
NYSE
New York Stock Exchange.
occupancy rate
rooms occupied by hotel guests, expressed
as a percentage of rooms that are available.
ordinary share
from 8 May 2017 the ordinary shares of
19 17⁄21 pence each in the Company; and
from 14 January 2019 the ordinary shares of
20 340 ⁄399 pence each in the Company.
owner
the ultimate owner of a hotel property.
pipeline
hotels/rooms that will enter the IHG System
at a future date. A new hotel only enters the
pipeline once a contract has been signed
and the appropriate fees paid. In rare
circumstances, a hotel will not open for
reasons such as the financing being
withdrawn.
ppt
a percentage point is the unit for the
arithmetic difference of two percentages.
reimbursable revenues
reimbursements from managed and
franchised hotels for costs incurred by IHG,
for example the cost of IHG employees
working in managed hotels. The related
revenues and costs are presented gross in
the Group income statement and there is no
impact to profit.
revenue management
the employment of pricing and segment
strategies to optimise the revenue generated
from the sale of room nights.
revenue per available room or RevPAR
rooms revenue divided by the number of
room nights that are available (can be
mathematically derived from occupancy rate
multiplied by average daily rate).
room count
number of rooms franchised, managed,
owned, leased or managed leased by IHG.
rooms revenue
revenue generated from the sale of room
nights.
royalties
fees, based on rooms revenue, that a
franchisee pays to the Group.
SEC
US Securities and Exchange Commission.
sterling or pounds sterling, £, pence or p
the pound sterling, the currency of the
United Kingdom.
subsidiary
a company over which the Group exercises
control.
Glossary
IHG | Annual Report and Form 20-F 2020
249
Additional informtaion Useful information
Investor information
Website and electronic communication
As part of IHG’s commitment to reduce the cost and environmental
impact of producing and distributing printed documents in large
quantities, this Annual Report and Form 20-F 2020 has been
made available to shareholders through our website at
www.ihgplc.com/investors under Annual Report.
Shareholders may electronically appoint a proxy to vote on their
behalf at the 2021 AGM. Shareholders who hold their shares through
CREST may appoint proxies through the CREST electronic proxy
appointment service, by using the procedures described in the
CREST Manual.
Share-dealing services
Equiniti offers the following share-dealing facilities.
Postal dealing
0371 384 2132 from the UKa
+44 121 415 7034 from overseasa
Telephone dealing
For more information, call +44 (0)345 603 7037b
Internet dealing
Visit www.shareview.co.uk for more information.
Shareholder hotel discount
IHG offers discounted hotel stays (subject to availability) for
registered shareholders only, through a controlled-access website.
This is not available to shareholders who hold shares through
nominee companies, ISAs or ADRs. For further details please
contact the Company Secretary’s office (see the opposite page).
Responsible Business Report
In line with our commitment to responsible business practices, this
year we have produced a Responsible Business Report showcasing
our approach to responsible business and progress against our
Responsible Business Targets.
Visit www.ihgplc.com/responsible-business for details.
Registrar
For information on a range of shareholder services, including
enquiries concerning individual shareholdings, notification of a
shareholder’s change of address and amalgamation of shareholder
accounts (in order to avoid duplicate mailing of shareholder
communications), shareholders should contact the Company’s
Registrar, Equiniti, on +44 (0) 371 384 2132a.
Dividend services
Dividend Reinvestment Plan (DRIP)
The Company offers a DRIP for shareholders to purchase additional
IHG shares with their cash dividends. For further information about
the DRIP, please contact our Registrar helpline on
+44 (0) 371 384 2132.
See www.shareview.co.uk/info/drip for a DRIP application form and
information booklet.
Bank mandate
We encourage shareholders to have their dividends paid directly
into their UK bank or building society accounts, to ensure efficient
payment and clearance of funds on the payment date. For further
information, please contact our Registrar (see page opposite).
Overseas payment service
It is also possible for shareholders to have their dividends paid
directly to their bank accounts in a local currency. Charges are
payable for this service.
Go to www.shareview.co.uk/info/ops for further information.
Out-of-date/unclaimed dividends
If you think that you have out-of-date dividend cheques or
unclaimed dividend payments, please contact our Registrar (see the
opposite page).
Individual Savings Account (ISA)
Equiniti offers a Stocks and Shares ISA that can invest in IHG shares.
For further information, please contact Equiniti on
+44 (0) 345 300 0430a.
Changes to the base cost of IHG shares
Details of all the changes to the base cost of IHG shares held from
April 2004 to January 2019, for UK Capital Gains Tax purposes, may
be found on our website at www.ihgplc.com/investors under
Shareholder centre in the Tax information section.
‘Gone away’ shareholders
Working with ProSearch (an asset reunification company), we
continue to look for shareholders who have not kept their contact
details up to date. We have funds waiting to be claimed and are
committed to doing what we can to pay these to their rightful
owners. Please contact ProSearch on +44 (0) 800 612 8671a
or email info@prosearchassets.com for further details.
Shareholder security
Many companies have become aware that their shareholders have
received unsolicited telephone calls or correspondence concerning
investment matters. These are typically from ‘brokers’ who target UK
shareholders, offering to sell them what often turn out to be
worthless or high-risk shares in US or UK investments. These
operations are commonly known as ‘boiler rooms’. More detailed
information on this or similar activity can be found at
www.fca.org.uk/consumers on the Financial Conduct Authority
website.
Details of any share dealing facilities that the Company endorses will
be included in Company mailings.
Trading markets
The principal trading market for the Company’s ordinary shares is
the London Stock Exchange (LSE). The ordinary shares are also listed
on the NYSE, trading in the form of ADSs evidenced by ADRs. Each
ADS represents one ordinary share. The Company has a sponsored
ADR facility with J.P. Morgan Chase Bank, N.A., as ADR Depositary.
American Depositary Receipts (ADRs)
The Company’s shares are listed on the NYSE in the form of
American Depositary Shares, evidenced by ADRs and traded under
the symbol ‘IHG’. Each ADR represents one ordinary share. All
enquiries regarding ADR holder accounts and payment of dividends
should be directed to J.P. Morgan Chase Bank, N.A., our ADR
Depositary bank (contact details shown on the opposite page).
Documents on display
Documents referred to in this Annual Report and Form 20-F that are
filed with the SEC can be found at the SEC’s public reference room
located at 100 F Street, NE Washington, DC 20549. For further
information and copy charges please call the SEC at 1-800-SEC-
0330. The SEC maintains a website that contains reports, proxy and
information statements, and other information regarding issuers that
file electronically and the Company’s SEC filings since 22 May 2002
are also publicly available through the SEC’s website at www.sec.gov.
Copies of the Company’s Articles can be obtained via the website at
www.ihgplc.com/investors under Corporate Governance or from the
Company’s registered office on request.
a Lines are open from 08:30 to 17:30 Monday to Friday, excluding UK public holidays.
b Lines are open from 08:00 to 18:00 Monday to Friday, excluding UK public holidays.
250
IHG | Annual Report and Form 20-F 2020
Additional Information Financial calendars
Dividends
2020 Interim dividend
Ex-dividend date
Record date
Payment date
2020 Final dividend
Ex-dividend date
Record date
Payment date
Contacts
2020
N/A
N/A
N/A
2020
N/A
N/A
N/A
Other dates
Financial year end
2020
31 December
2021
Announcement of Preliminary Results for 2020
23 February
Announcement of 2021 First Quarter Interim
Management Statement
Annual General Meeting
Announcement of Half-Year Results for 2021
Announcement of 2021 Third Quarter Interim
Management Statement
Financial year end
7 May
7 May
10 August
22 October
31 December
2022
Announcement of Preliminary Results for 2021
February
Registered office
Broadwater Park, Denham, Buckinghamshire, UB9 5HR,
United Kingdom
Investment bankers
BofA Securities
Goldman Sachs
Telephone:
+44 (0) 1895 512 000
www.ihgplc.com
For general information about the Group’s business,
please contact the Corporate Affairs department at the above
address. For all other enquiries, please contact the Company
Secretary’s office at the above address.
Registrar
Equiniti, Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA, United Kingdom
Telephone:
+44 (0) 371 384 2132
www.shareview.co.uk
ADR Depositary
Shareowner Services, PO Box 64504,
St. Paul, MN 55164-0504, United States of America
Telephone:
+1 800 990 1135 (US calls) (toll-free)
+1 651 453 2128 (non-US calls)
Enquiries: www.shareowneronline.com
under contact us
www.adr.com
Auditor
Ernst & Young LLP
Solicitors
Freshfields Bruckhaus Deringer LLP
Stockbrokers
BofA Securities
IHG® Rewards
If you wish to enquire about, or join, IHG Rewards,
visit www.ihg.com/rewardsclub or telephone:
+800 2222 7172b (Austria, Belgium, Denmark, Finland, France,
Germany, Hungary, Ireland, Israel, Italy, Luxembourg, Netherlands,
Norway, Portugal, Russia, Spain, Sweden, Switzerland, and UK)
+44 1950 499004c (all other countries/regions in Europe and Africa)
1 888 211 9874 (US and Canada)
001 800 272 9273c (Mexico)
+1 801 975 3013c (Spanish) (Central and South America)
+973 6 500 9 296a (Middle East)
+800 2222 7172b (Australia, Japan, Korea, Malaysia, New Zealand,
Philippines, Singapore and Thailand)
800 830 1128a or 021 20334848a (Mainland China)
800 965 222 (Hong Kong SAR)
0800 728 (Macau SAR)
00801 863 366 (Taiwan, China)
+632 8857 8788c (all other countries/regions in Asia Pacific)
+ Denotes international access code. 00 or 011 in most countries.
a Toll charges apply.
b Universal International Freephone Number.
c International calling rates may apply.
Useful information
IHG | Annual Report and Form 20-F 2020
251
Additional informtaion 252
IHG | Annual Report and Form 20-F 2020
Designed and produced by Superunion, London.
www.superunion.com
Managed by Donnelley Financial Solutions
InterContinental Hotels Group PLC’s commitment to environmental
issues is reflected in this Annual Report.
This report has been printed on Symbol Matt Plus. Environmental
friendly ECF (Elemental Chlorine Free Guaranteed) paper, certified
by the FSC®(Forest Stewardship Council Containing a high content
of selected recycled materials (minimum 25% guaranteed).
The FSC® (Forest Stewardship Council) is a worldwide label which
identifies products obtained from sustainable and responsible forest
management.
Printed by CPI Colour in the UK, using the latest environmental
printing technology and vegetable-based inks.
CPI Colour is a CarbonNeutral® company. Registered with the
Environmental Management System ISO14001 and are Forest
Stewardship Council (FSC®) chain-of-custody certified.
The unavoidable carbon emissions generated during the
manufacturing and delivery of this document have been reduced to
net zero through a verified carbon offsetting project.
InterContinental Hotels Group PLC
Broadwater Park, Denham
Buckinghamshire UB9 5HR
United Kingdom
Tel +44 (0) 1895 512 000
www.ihgplc.com
Make a booking at www.ihg.com
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