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Good
Annual Report and
Form 20-F 2024
True
Hospitality
for
Introduction
Strategic Report
Chair’s statement
4
Our brands
6
2024 in review
8
Chief Executive Officer’s review
16
Industry overview
18
Trends shaping our industry
20
Our business model
22
Our strategy
28
Our key performance indicators (KPIs)
38
Our stakeholders
42
Our risk management
44
Our principal risks and uncertainties
46
Being a responsible business
52
Our people
53
Our communities
58
Our planet
60
Delivering on the
recommendations of TCFD
68
Our culture
77
Chief Financial Officer’s review
81
Performance
Group
82
Americas
90
Europe, Middle East,
Asia & Africa (EMEAA)
94
Greater China
98
Central
102
Key performance measures
and non-GAAP measures
103
Viability Statement
109
Governance
Chair’s overview
112
Our Board of Directors
114
Changes to the Board,
and its Committees, and
Executive Committee
118
Board and Committee
membership and
attendance in 2024
118
Our Executive Committee
119
Governance structure
122
Board activities
123
Key areas of focus
during the year
123
Key matters discussed
in 2024 and Section 172
statement
124
Our shareholders
and investors
126
Director appointments
and induction
126
Board effectiveness
evaluation
127
Audit Committee Report
128
Responsible Business
Committee Report
134
Nomination Committee Report
136
Directors’ Remuneration Report
138
Directors’ Remuneration Policy
167
Statement of compliance
176
Group Financial Statements
Statement of Directors’
Responsibilities
179
Independent Auditor’s
UK Report
180
Independent Auditor’s
US Report
187
Group Financial Statements
190
Group income statement
190
Group statement of
comprehensive income
191
Group statement
of changes in equity
192
Group statement
of
financial position
195
Group statement
of cash
flows
196
Accounting policies
197
Notes to the Group
Financial Statements
209
Parent Company
Financial Statements
Parent Company
Financial Statements
258
Parent Company statement
of
financial position
258
Parent Company statement
of changes in equity
259
Notes to the Parent Company
Financial Statements
260
Welcome to IHG
®
Hotels & Resorts
In this year’s report…
2
IHG
Annual Report and Form 20-F 2024
2024 in review
We have delivered
an excellent financial
performance alongside
strong system and
pipeline growth, while
providing value for all
our stakeholders.
More on page 8.
Additional Information
Other financial in
formation
266
Directors’ Report
276
Group information
280
Shareholder information
296
Schedule 1: Condensed Parent
Company financial in
formation
304
Exhibits
308
Forward-looking statements
309
Form 20-F cross
-reference guide
310
Glossary
313
Useful information
315
IHG® Hotels & Resorts is a global
hospitality company with 19 hotel brands,
one of the industry’s largest loyalty
programmes, over 6,600 open hotels
in more than 100 countries,
and a further 2,200 hotels in our
development pipeline.
Keep up to date and find out more at:
ihgplc.com/en/investors
The Strategic Report on pages
4 to 110 was approved by the Board
on 17 February 2025.
Nicolette Henfrey
Company Secretary
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
3
Our commitment to evolve, adapt
and drive continuous improvement
is central to the organisation’s long-
term success, and in 2024 important
progress was made to further
strengthen IHG Hotels & Resorts for
guests, hotel owners, colleagues
and shareholders.
Spanning more than 100 countries,
IHG is part of a vibrant travel and
tourism industry sitting at the heart
of economic growth plans globally,
with our brands embedded in high-
value markets and segments and
supported by a talented workforce
getting the most out of IHG’s global
and local approach. A truly international
footprint offers great potential, which
has again been capitalised on during
2024 with the further expansion of
our brands, continued RevPAR growth
and the delivery of a strong
financial
performance amid a competitive
and complex global landscape.
In what was his first
full year
as Group CEO, Elie Maalouf has
brought great clarity to ensuring the
organisation is focused on realising
IHG’s full potential. The business is
united behind an evolved strategy
designed to deliver at pace strategic
objectives that drive performance
and growth of our brands, while creating
value for all IHG stakeholders. On behalf
of the Board, I would like to congratulate
Elie and his leadership team for delivering
success across so many fronts this year.
A key element of our progress has
been strong colleague engagement
with our strategic priorities, which
was reflected in various
forms of
feedback, including IHG’s Colleague
HeartBeat survey and the work of our
designated Voice of the Employee
Non-Executive Director.
IHG’s strategy is being applied to an
asset-light, fee-based, predominantly
franchised business model that
enables us to remain agile to adapt
by market, while at the same time
building global scale, attracting
millions of guests and fostering long-
standing relationships with thousands
of owners.
Chair’s statement
114.4¢
Final dividend proposed for 2024
(2023: 104.0¢)
167.6¢
Total dividend proposed for 2024
(2023: 152.3¢)
>$1bn
returned to shareholders through
share buyback programme
(completed in December 2024)
and ordinary dividends
$900m
share buyback programme
approved for 2025
“The business is united
behind an evolved strategy
designed to deliver at
pace strategic objectives
that drive performance
and growth of our brands,
while creating value for all
IHG stakeholders.”
Deanna Oppenheimer
Non-Executive Chair
4
IHG
Annual Report and Form 20-F 2024
Crucially, it is a model that is highly
cash generative, which enables
reinvestment in key areas of IHG’s
enterprise to drive demand for our
brands and returns for owners, create
a rewarding culture for colleagues,
and deliver on our commitment to
shareholder returns.
The benefits o
f this approach can
be seen through the transformation
of the business in recent years
and in 2024, we continued to take
important steps towards creating
an even stronger IHG. This included
growing our brands, creating even
more rewarding and personalised guest
experiences, delivering a compelling
loyalty offer, and growing ancillary fee
revenues, such as our US co-brand
IHG® One Rewards credit cards. As ever,
our focus has also remained steadfast
on helping our hotel owners run an
efficient business with strong returns,
and we put great importance on
regular dialogue and close collaboration
with them, including through the
IHG Owners Association.
Our scale also provides a valuable
platform to grow responsibly so that
we can give back to the communities
in which we operate and look after
the world around us. Guided by our
purpose of delivering True Hospitality
for Good, our commitment to care is
woven into the fabric of the business
and is of increasing importance to all
our stakeholders, so I was proud to
see us make further progress against
our Journey to Tomorrow responsible
business plan during the year.
The role of the Board
Against an ever-changing global
backdrop, strong governance is
fundamental to the success of any
business, as is the ability to stay agile
and move at pace while retaining
focus on longer-term ambitions.
The role of the Board has been to
support and constructively challenge
the Executive Committee around how
we prioritise, manage risk, grow and
generate future value. Focus areas in
2024 included growth within a shifting
trading environment, the development
of our brands and technology platforms,
the use of arti
ficial intelligence, and the
evolving environmental and societal
agenda. Particular focus was also
paid to executive remuneration to
support IHG’s succession planning
and talent development strategy,
which is reflected in the 2025 Directors’
Remuneration Policy.
Following Sir Ron Kalifa joining the Board
on 1 January 2024, details of which
were included in our Annual Report and
Form 20-F 2023, there was one other
change to the Board during 2024, with
Daniela Barone Soares stepping down
as Non-Executive Director at end of the
year. I would like to thank Daniela for
her valuable contribution, particularly
in support of our Journey to Tomorrow
commitments. Part of my role as Chair is
to ensure our Board continues to contain
a rich blend of experience, expertise and
backgrounds that reflect the evolving
nature of our business and stakeholder
expectations, and taking into account
several Board changes in recent years
I am confident we have that in place.
Succession planning and talent
development has been a hallmark of
IHG for many years. There were two
Executive leadership changes and a role
expansion in 2024, with Daniel Aylmer
replacing Jolyon Bulley as Greater China
CEO, following Jolyon’s appointment as
Americas CEO, Jolie Fleming appointed
as Chief Product & Technology Officer,
following George Turner’s decision
to leave the business, and the remit
of Heather Balsley expanded to
include IHG’s commercial function.
Each individual has and continues to
bring substantial and relevant industry
experience, a strong track record of
producing excellent results and a
thorough understanding of IHG and
its business, and I have great confidence
in the leadership team delivering further
success in what promises to be an
exciting next chapter.
Shareholder returns
Following a strong financial per
formance
this year, I am pleased to announce the
Board is recommending a final dividend
of 114.4 cents per ordinary share, an
increase of 10% on the
final dividend
for
2023. An interim dividend of 53.2 cents
was paid in October 2024, taking the
total dividend for the year to 167.6 cents,
representing an increase of 10% on 2023.
An additional $800m was also returned
to shareholders through a share buyback
programme completed in December
2024, taking the total returns for the year
to over $1bn, and the Board has approved
a further share buyback of $900m for
2025. The Board expects IHG’s business
model to continue its strong long-term
track record of generating substantial
capacity to enable investment plans that
drive growth, fund a sustainably growing
ordinary dividend, and return surplus
capital to our shareholders.
As we look to the future, we must remain
alive to the potential challenges created
by geopolitical and macroeconomic
uncertainty and conflict in parts
of the world, but the industry’s long-
term prospects remain attractive.
Having proven its resilience over many
decades, demand will continue to be
driven by several fundamental factors,
including people’s inherent desires
and needs to travel, and the growing
population and rising wealth in emerging
markets that further support this.
As ever, our achievements are the result
of the hard work of everyone in our
hotels and offices, and I look forward
with confidence to
further strategic
progress and success in 2025. I have
enjoyed meeting and spending time
with colleagues, owners and guests
in different markets and would like to
thank our teams for their dedication
and commitment to bringing our brands
to life, and our owners for their long-term
confidence in IHG and our brands.
Deanna Oppenheimer
Non-Executive Chair
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
5
Demand for branded hotels is creating
fresh opportunities for expansion in
high-growth markets, as guests seek new
experiences and owners look to use the
advantages of our scale and systems.
To meet this demand, we are investing
in and strengthening the enterprise that
supports our brands, from our digital
channels and IHG One Rewards loyalty
programme, to our hotel technology
and IHG Hotels & Resorts masterbrand.
Illustrating the confidence owners have
in IHG, we celebrated the opening
of 371 hotels in 2024 and the signing of
another 714 into our pipeline, equivalent
to almost two properties a day.
Our focus on having a diverse selection of
brands has transformed our portfolio, enabling
us to meet the needs of a broader range
of guests and owners, and grow our estate
to more than 6,600 hotels globally.
Our masterbrand and
loyalty programme
A brand
for every
occasion
Our brands
Our masterbrand is at the heart of
how we promote our brands and
capture demand for our hotels, with
our strategy putting it in more places,
more often. This includes our global
Guest How You Guest marketing
campaign, strategic partnerships
and new ‘By IHG’ brand endorsement
– all of which combine to lift
awareness and brand favourability.
More on pages 32 to 33.
Our IHG One Rewards loyalty
programme is critical to our business
and future growth. In 2024, the
programme grew to over 145 million
members, who booked over 60%
of all room nights globally.
More on pages 34 to 35.
6
IHG
Annual Report and Form 20-F 2024
Luxury &
Lifestyle
27
open
38
pipeline
11
open
9
pipeline
227
open
101
pipeline
20
open
35
pipeline
77
open
61
pipeline
169
open
130
pipeline
Premium
Essentials
Suites
Exclusive
Partners
87
open
90
pipeline
22
open
24
pipeline
415
open
140
pipeline
33
open
32
pipeline
1,249
open
266
pipeline
3,237
open
637
pipeline
23
open
94
pipeline
76
open
137
pipeline
6
open
54
pipeline
335
open
157
pipeline
30
open
-
pipeline
392
open
183
pipeline
55
open
7
pipeline
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
7
2024 in review
Financial performance
Regional growth
In 2024, we delivered an excellent financial per
formance,
with improvements across RevPAR and profit
from
reportable segments, alongside the return of more
than $1 billion to shareholders.
Strong demand globally from hotel owners for our brands
was reflected in the opening o
f 371 hotels and 714 properties
signed into our pipeline, equivalent to almost two a day.
Global RevPAR
+3.0%
2023: +16.1%
Net system size growth
4.3%
2023: 3.8%
Signings (rooms)
106,242
2023: 79,220
Total gross revenue in IHG’s system
a
$33.4bn
2023: $31.6bn
Total revenue
$4,923m
2023: $4,624m
Revenue from reportable segments
a
$2,312m
2023: $2,164m
Operating
profit
$1,041m
2023: $1,066m
Operating profit
from
reportable segments
a
$1,124m
2023: $1,019m
Basic
EPS
389.6¢
2023: 443.8¢
Adjusted EPS
a
432.4¢
2023: 375.7¢
Dividend
167.6¢
2023: 152.3¢
Share buyback completed
$800m
2023: $750m
a.
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 de
fined under
IFRS or are adjusted IFRS figures. Further explanation in relation to these measures can be
found on pages 103 to 108, and reconciliations to IFRS
figures, where they have
been adjusted, are on pages 266 to 272.
Americas
EMEAA
Greater China
Room openings
16,832
2023: 10,405
Room openings
23,620
2023: 21,174
Room openings
18,665
2023: 16,340
Room signings
26,552
2023: 28,297
Room signings
50,275
2023: 24,787
Room signings
29,415
2023: 26,136
More on page 90.
More on page 94.
More on page 98.
8
IHG
Annual Report and Form 20-F 2024
Stakeholders
By investing in our iconic brands, leading loyalty programme,
and prioritising digital innovation and sustainability, we have
continued to enhance guest experiences, expand our portfolio,
and deliver strong returns for our hotel owners and shareholders.
Our shareholders
and investors
Our focus on strengthening the
business led to strong trading,
growth and shareholder returns via
our cash-generative business model.
More on page 126.
– Total dividend payments of $259m and $800m share buyback completed
that together returned over $1bn to shareholders for the 2024
financial year.
– New $900m share buyback programme approved for 2025.
– Americas RevPAR growth +2.5%; EMEAA +6.6%; Greater China -4.8%.
– Surpassed 6,600 open hotels; +4.3% net system size growth.
– Signings +34% year-on-year (YOY); conversions +88% YOY to reach record level.
– Operating profit o
f $1,041m and basic EPS of 389.6¢ achieved in the year.
– $1,124m operating profit
from reportable segments
a
, up +10% vs 2023.
– Adjusted EPS
a
grew +15% to 432.4¢.
– Fee margin
a
61.2%, up +1.9%pts, driven by strong trading together with new
and growing ancillary fee streams.
Our hotel owners
Owners choose to work with
IHG based on trust in our brands,
our ability to drive returns and
our focus on controlling costs.
More on pages 22 and 42.
– Enterprise contribution of 81% of total room revenue (vs 72% four years ago),
illustrating success of our loyalty programme, technology platforms, sales and
distribution channels.
– Guest How You Guest campaign increased awareness of IHG Hotels & Resorts brand.
– New brand prototypes and procurement programmes launched to reduce costs.
– New US co-brand credit card agreements further drive revenue and customer loyalty.
– Agreement with NOVUM Hospitality will double presence in priority market Germany.
Our guests
We focus on ensuring the services,
technology and experiences we
provide meet evolving expectations
and increase consumer loyalty.
More on page 42.
– Outperformed key competitors on Guest Satisfaction Index in all three regions.
– Grew loyalty members to over 145m, up from over 130m at the end of 2023.
– New and continued partnerships providing loyalty members access to music
and sporting events.
– Enhanced websites and award-winning mobile app; downloads of mobile app
increased more than 20% YOY.
– Updated guest room and public space designs, and food and beverage offering.
Our people
We champion a high-performance
culture and focus on providing
the resources, technology and
environment we need to succeed.
More on page 43 and pages 53 to 57.
– Employee engagement maintained at 87%. A Mercer Global Best Employer.
– Strengthened our leadership pipeline through our accelerated talent programmes,
including Journey to GM (general manager) and RISE.
– Strengthened learning and development offer through IHG® University.
– Ranked 28th on Fortune’s 100 Best Companies to Work For, recognised as a top company
for women in the US by Forbes, certi
fied as one o
f Singapore’s and Greater China’s Best
Workplaces 2024, and in the top 10 on Financial Times Europe’s Diversity Leaders 2024 list.
Our communities
and suppliers
We aim to improve millions of lives by
supporting disaster relief, tackling food
poverty, and providing skills training
for social and economic change.
More on page 43 and pages 58 to 59.
– Launched global partnership with Action Against Hunger to help tackle food insecurity
and deliver lasting change in thousands of communities.
– Supported charities providing aid following 27 natural disasters.
– Refreshed IHG® Academy, giving over 43,000 people free access to skills and training.
– Over two million lives improved through community partnerships and programmes,
Giving for Good month and partnership with Action Against Hunger.
Our planet
We are committed to reducing carbon,
waste and water usage to operate and
grow with our owners in ways that
minimise our impact on the planet.
More on pages 60 to 63.
– 11.5% reduction in carbon emissions per available room and a 9.4% reduction in energy
per available room compared with 2019 baseline. Total carbon emissions increased
7.2% over the same period.
– Launched Low Carbon Pioneers programme to help encourage wider adoption
of carbon reduction practices across IHG’s estate.
– Introduced brand standards removing single-use plastic bottles from guest rooms
and meetings in Europe.
– Updated IHG Green Engage® environmental platform to strengthen hotel measurement
of energy, water and waste.
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9
2024 in review
continued
Going the extra mile
for our guests.
In 2024, we maintained our
outperformance versus key competitors
on the Guest Satisfaction Index in
all three regions, with our success
down to those all-important personal
touches. Take the Holiday Inn Express®
in Richmond, Virginia, whose staff not
only found a four-year-old’s lost beloved
soft toy but took it on a tour of the hotel
before returning it to its happy owner
complete with pictures and a story
of its fun adventure. Now that’s True
Hospitality for Good.
A warm welcome at
more fantastic hotels.
From the mountains of Japan and
foodie hotspots, to the white-sand
beaches of the Maldives and vibrant
city centres, we celebrated opening
371 hotels in 2024, as well as signing
714 more – equivalent to almost
two a day.
From growing our brands and elevating the guest and owner
experience, to strengthening our enterprise and caring for
the world around us, here are some of the highlights of 2024.
special
moments…
From
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Annual Report and Form 20-F 2024
better
futures
…to
A Mercer Global
Best Employer.
We are proud to say IHG is a business
all about people, with a rich culture
and a place where colleagues get
behind our strategy to be the hotel
company of choice for guests and
owners. In 2024, this was reflected
by maintaining our high overall
employee engagement score of
87% and being named a Mercer
Global Best Employer.
Fighting food insecurity
with Action Against Hunger.
We announced a multi-year partnership
with Action Against Hunger, one of the
world’s largest NGOs combating hunger.
Helping to support and fund its nutrition
programmes, this work complements
existing partnerships IHG and its hotels
have in many local markets that together
aim to strengthen the food system
in a community – from providing tools
and training to reduce food waste, to
diverting surplus food to those in need.
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11
2024 in review
continued
A powerful
commercial engine.
The success of our commercial
engine across our loyalty programme,
technology platforms, sales and
distribution channels was illustrated
by the percentage of room revenue
booked through IHG-managed
channels and sources reaching
81% for 2024 – up 9% in four years.
rewards…
From
Loyalty that keeps
on growing…
Fuelled by new partnerships, more
points and fresh stay experiences,
our IHG One Rewards loyalty
programme grew to more than
145 million members in 2024.
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Leading the way in luxury.
We have built one of the world’s
largest Luxury & Lifestyle portfolios in
recent years to meet growing demand
for one-of-a-kind travel experiences.
Momentum continued to build in
this higher-fee segment in 2024, with
46 properties awarded prestigious
Condé Nast Traveler Readers’ Choice
Awards and 14 earning Michelin Keys.
Getting noticed in
all the right places.
Our masterbrand strategy continued
to drive awareness of the IHG Hotels
& Resorts brand as we launched a 
new chapter for our Guest How You
Guest global marketing campaign,
secured new partnerships with
sporting events and music festivals,
and began rolling out a simplified
‘By IHG’ brand endorsement.
awards
…to
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13
East…
From
2024 in review
continued
Reducing waste
in our hotels.
Building on the important work we
have been doing to reduce waste
in our operations for many years,
we made further progress against
our commitments by introducing
two new brand standards to remove
single-use plastic bottles in guest
rooms and across meetings
and events in Europe.
Milestone moments
in Greater China.
We strengthened our position
as one of the leading international
hotel companies in Greater China by
reaching 789 open hotels by the end
of 2024. At the start of 2025, we reached
a landmark 800th hotel opening,
along with celebrating IHG’s 50th
anniversary in the region.
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Annual Report and Form 20-F 2024
West
…to
Growing demand for
co-brand credit cards.
Our US co-brand credit card holders
stay more and spend more in our hotels,
and 2024 was a record-breaking year
for new applications, with double-
digit percentage growth in total card
customers. We also signed new card
agreements during the year that will
significantly increase revenues
for
IHG in the years ahead.
Taking our brands
to new markets.
Demand for our brands stretched
far and wide in 2024, with 29 debut
openings for individual IHG brands
across the globe. This included
Staybridge Suites opening its doors
for the
first time in Spain and our
first opening
for Vignette™ Collection
in the Maldives. We also saw the return
of Regent® Hotels to the Americas –
the Regent Santa Monica Beach.
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15
Chief Executive Officer’s review
In my first
full year as Group CEO, I am
incredibly proud of the work being done
to accelerate performance, grow our
outstanding brands around the world,
and take IHG Hotels & Resorts to its full
potential as the hotel company of choice
for guests and hotel owners.
We began 2024 by evolving our strategy
to best capitalise on the investments we
have made in our brands and enterprise
platform in recent years, and I have been
hugely impressed with how colleagues
have got behind our plans. We have built
real momentum over the past 12 months
characterised by growth of not just
our brands but also our technological
capabilities, loyalty programme and ability
to be a force for good in our communities.
Collectively, our work is resonating with
stakeholders, driving awareness of our
portfolio and consumer preference for our
brands, strengthening our reputation as a
valued partner with owners, and building
further trust in IHG. I have seen this
first-
hand during visits to many markets around
the globe to speak with colleagues,
owners, shareholders and investors.
Strategic progress
In 2024, we expanded into new markets,
with many of our brands making
their debuts in new countries. We also
strengthened our presence in high-
growth markets such as Greater China,
India, Japan and Saudi Arabia, as well
as Germany, where we signed a long-
term agreement with NOVUM Hospitality
that doubles our presence there and
secures European debuts for Garner™
and Candlewood Suites®.
Quality remains key to maintaining
the trusted reputation of our brands,
and fresh design and service concepts
supported our Holiday Inn Brand Family
in generating 44% of openings and
signings. Momentum also continued to
build behind our newer brands, including
Garner, which in its first
full year since
launch reached 117 open and pipeline
hotels. Its excellent progress illustrates
appetite for quicker-to-market conversions,
which represented around half of total
room openings and signings in 2024.
We have transformed our position in
Luxury & Lifestyle in recent years, with
our brands now representing 14% of
our system size and 21% of our pipeline.
Flagship openings included Regent Santa
Monica Beach in the US and Six Senses
Kyoto in Japan, while Vignette Collection
is tracking ahead of schedule, having
surpassed 50 open and pipeline hotels
just three years since launch.
371
hotels opened
(2023: 275)
714
hotels signed
(2023: 556)
44%
of total openings and signings were
for our Holiday Inn® Brand Family
21%
of our pipeline now represented
by Luxury & Lifestyle brands
+3.0%
global RevPAR growth
119
hotels signed through initial agreement
with NOVUM Hospitality that
doubles our presence in Germany
“I am incredibly proud
of the work being done
to accelerate performance,
grow our outstanding
brands around the world,
and take IHG Hotels &
Resorts to its full potential.”
Elie Maalouf
Chief Executive Officer
a. 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 103 to 108, and reconciliations to IFRS
figures, where they
have been adjusted, are on pages 266 to 272.
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Annual Report and Form 20-F 2024
Along with attractive brands, our success
depends on having powerful loyalty
and technology platforms that drive
performance and unlock value for our
owners. IHG One Rewards grew to more
than 145 million members, who are now
booking more than 60% of room nights
globally. We entered into new long-term
US co-brand credit card agreements and
more strategic partnerships to further
drive membership, deliver more business
to our hotels, and provide guests with
fresh experiences.
The next chapter of our Guest How
You Guest global marketing campaign
also went live across TV and streaming
platforms in the US ahead of an
international rollout to further grow
awareness of our brand portfolio. We
have also begun simplifying our brand
endorsement from ‘an IHG Hotel’ to
‘By IHG’ across brands in the Americas
and EMEAA to improve its visibility.
We strengthened what is a leading suite
of technology for guests and owners.
New features went live on our mobile app,
which generated over 20% more revenue
year-on-year, grew downloads by more
than 20% and won three Webby Awards,
including Best Travel App. Our Guest
Reservation System is offering guests
more choice while helping hotels maximise
revenue from their property’s unique
attributes. New revenue management
capabilities went live in around 3,500
hotels globally to help drive top-line
revenue, and we rolled out new property
management systems to provide above-
property, cloud-based solutions that can
deploy efficient enhancements at scale.
Collectively, our investments are creating
greater value for owners, with the
percentage of room revenue booked
through IHG-managed channels and
sources rising from 72% to 81% in the past
four years, while our Guest Satisfaction
Index showed we had maintained our
outperformance versus key competitors in
all three regions. In parallel, we are focused
on reducing the cost to build, open and
operate our hotels. Working closely with
our owners, we increased procurement
options and introduced efficient
prototypes for many of our brands, and
we worked with governments and trade
bodies on important issues to support
the industry on a broader scale.
As we strengthen the business, it’s
important we do so responsibly and
sustainably for our people, communities
and planet.
Our people are at the heart of our success
as a global business and we took further
steps to develop and retain talent across
the organisation, including adding more
tailored learning tools on IHG University.
We were there for our communities,
announcing a global partnership with
Action Against Hunger to help tackle food
insecurity, alongside responding to natural
disasters, and making a positive difference
to thousands of people during our annual
Giving for Good month.
We continue to focus on reducing
the environmental impact of our
hotels, including launching our Low
Carbon Pioneers programme – the first
community of its kind in our industry
designed to help us test, learn and share
findings on sustainability measures.
Our work to improve the efficiency of our
hotel estate has reduced both emissions
and energy per available room compared
with a 2019 baseline. However, the lack
of a clean energy infrastructure in our
markets, alongside the opening of more
hotels during that period, means that
total carbon emissions have increased
overall since 2019. We remain committed
to reducing emissions and will continue
our many initiatives, working closely with
our hotel owners while at the same time
continuing to evaluate our approach and
performance in the rapidly changing
sustainability landscape.
Strong performance
In parallel to our strategic progress,
we delivered an excellent financial
performance for the year. Increases in
both daily rate and occupancy, combined
with the breadth of our diverse
international footprint, pushed global
RevPAR 3.0% ahead of 2023, with growth
in each of leisure, business and groups
travel. Trading momentum continued in
the Americas, with RevPAR up 2.5%, while
EMEAA was up 6.6% following strong
demand across Continental Europe and
East Asia & Pacific. RevPAR in Greater
China was -4.8% due to unusually strong
comparatives a year ago, when there was
a strong rebound in demand following
the lifting of pandemic restrictions, and
some short-term impacts on consumer
confidence. However, we remain
encouraged by long-term demand drivers
in the region, and in 2024 saw record
levels of development activity.
This overall performance, coupled with
fee margin growth and disciplined cost
management, helped deliver operating
profit o
f $1,041m.
Operating profit
from reportable
segments
a
rose 10% to $1,124m. Basic EPS
was 389.6¢, while adjusted EPS
a
grew 15%
to 432.4¢ and we returned over $1bn to
shareholders through ordinary dividend
payments and a $800m share buyback
programme. A new $900m share buyback
programme for 2025 has been approved.
The long-term confidence owners have
in IHG and our brands drove the opening
of 371 hotels in 2024, which contributed
to net system size growth of 4.3%.
Another 714 hotels were signed – an
increase of 34% year-on-year – taking our
development pipeline to 2,210 hotels,
representing future system size growth
of 33%. As we look ahead, industry
forecasts expect strong guest demand
to continue, underpinned by long-term
drivers, such as people’s desire to travel
and a growing global middle class.
In February 2025, we acquired Ruby™
as our 20th brand, which complements
our existing portfolio with an exciting,
distinct and high-quality offer for both
guests and owners in popular city
destinations. The urban micro space is a
franchise-friendly model with attractive
owner economics, and we see excellent
opportunities to not only expand the
Ruby brand’s strong European base but
also rapidly take this exciting brand to
the Americas and across Asia, as we
have successfully done with previous
brand acquisitions.
The many awards we received this year
are a testament to the progress we are
making towards being a brand of choice
for guests, the best long-term partner
for owners and a great place to work for
colleagues. These include again being
named a Mercer Global Best Employer,
Holiday Inn® voted the most trusted
travel and hospitality brand in the US,
recognition from Forbes, Fortune Best
Companies and the Financial Times for
our inclusive culture, and dozens of our
Luxury & Lifestyle hotels being awarded
Condé Nast Traveler Readers’ Choice
Awards and Michelin Keys.
I would like to thank the Board for
its support throughout 2024 and our
talented and passionate colleagues
for their commitment to delivering
True Hospitality for Good and hard work
to grow IHG to its full potential. I would
also like to thank our owners for their
partnership and the continued trust
they place in our business and brands.
Elie Maalouf
Chief Executive Officer
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17
Industry overview
We operate in an industry with high growth potential,
underpinned by strong long-term fundamentals.
A strong
and resilient
sector full of
opportunity
The global hotel industry strengthened
to record RevPAR levels in 2024 as
stable employment markets, resilient
consumer spending and robust levels
of business activity created supportive
conditions for growth.
The $730 billion hotel industry has
compelling structural growth drivers,
underpinned by factors including
the inherent needs and desires to
travel for business and leisure purposes,
and an expanding middle class in
emerging markets with increasing
disposable incomes. Spend on travel
continues to be an area of resilient
discretionary spending by consumers,
while demand for business travel
remains robust. Easing inflationary
pressures and the turn in the interest
rate cycle over the last 12 months
has supported stable employment
markets and robust levels of business
activity and economic growth.
Whilst in some countries geopolitical
risk and economic outlook present
challenges and uncertainties, overall
conditions for the global industry remain
supportive for continued growth.
In what is a relatively fragmented sector,
with 57% of rooms affiliated with a global
or regional chain, competitor pressures
in the branded space remain intense as
all major players pursue growth strategies
through a combination of organic
growth, partnership arrangements
and acquisitions.
Branded hotel penetration has steadily
increased as a long-term trend, with
this expected to continue to grow
as consumers look to trusted brands
to meet their evolving expectations,
particularly when it comes to state-
of-the-art technology and the skills,
scale and resources required to provide
enjoyable, effective and sustainable stays.
Hotels affiliated with a major global
brand and enterprise system also tend
to generate higher owner returns.
While there have been short-term
challenges impacting the completion
and opening of new-build hotels,
primarily driven by the cost and
availability of
financing, there remains a
long-term need for new hotel supply to
satisfy the demand drivers previously
mentioned. Global hotel room net new
supply increased at a CAGR of 2.3%
over the 10 years from 2014 to 2024,
with industry forecasts showing a
similar rate in the years beyond.
Cost remains a significant barrier to
building a scale position in the global hotel
industry, whether that’s due to investment
to build and maintain the properties,
establishing strong loyalty programmes
and technology platforms, or developing
and marketing leading brands.
The hotel industry is cyclical: long-term
fluctuations in RevPAR tend to reflect
the interplay between industry demand,
supply and the macro-economic
environment. At a local level, political
and economic factors, as well as
those such as terrorism, oil market
conditions and significant weather
events, can also impact demand and
supply. While the potential for macro-
economic challenges from factors such
as lingering inflation, higher borrowing
costs and geopolitical flashpoints create
some ongoing uncertainty in 2025,
the attractive industry fundamentals
that led to the sector outpacing global
economic growth in 17 out of 25 years
between 2000 and 2024 remain firmly
in place for the long term.
As a global business, with a footprint
in more than 100 countries, operating
in the midst of change and uncertainty
is something IHG is very used to and
this experience continues to be one
of our greatest strengths. Our strategy
of developing a strong brand portfolio
and an industry-leading loyalty
programme, together with our fee-
based income streams and prevalent
midscale positioning, means IHG is
well positioned to remain resilient
through varying economic cycles.
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1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
300%
250%
200%
150%
100%
50%
0%
Hotel industry revenue
GDP
Branded share
of global
room supply
Branded share
of global
active pipeline
57%
79%
1.4x
1.6%
US disposable personal income
grew on average by 1.6% per annum
between 2000 and 2024
Source: Federal Reserve Economic Data (FRED)
$44tn
Globally, middle income
consumers spent $44tn in 2020,
with this expected to increase
to $62tn by 2030
Source: The Brookings Institution
2.3%
Global hotel room net new supply
grew 2.3% per annum between
2014 and 2024
Source: STR
The top five hotel groups
a
have
almost a quarter of market share
Share of top
five branded hotel groups
as % of global rooms supply
Global industry RevPAR ($)
RevPAR movements are illustrative
of lodging demand
Global rooms supply (m rooms)
Supply growth further re
flects the
attractiveness of the hotel industry
a. Includes IHG, Marriott International, Inc.,
Hilton Worldwide Holdings Inc., Wyndham
Hotels & Resorts Inc., Accor S.A.
Source: STR
Source: STR
Source: STR
Source: STR
Global hotel revenues have outpaced GDP growth,
and are now ahead of pre-Covid-19 levels
Global industry revenue vs global GDP, indexed to 1999
Consumers value loyalty
membership, which requires a
large-scale enterprise to deliver
79%
of consumers are more likely to
recommend brands with good
loyalty programmes
Source: Bond, in partnership with Visa
85%
of consumers are more likely to
use a brand if they are members
of its loyalty programme
Source: Bond, in partnership with Visa
Share expected to further expand
Branded share of global industry
supply and share of global industry
active pipeline
2022
24.4%
2021
24.3%
2020
23.9%
2023
24.4%
2024
24.0%
75.77
49.84
2020
34.18
2023
89.18
2024
90.44
2022
2021
2019
73.78
20.6
20.1
2020
19.7
2023
21.4
2024
22.6
2022
2021
2019
19.5
The hotel industry has long-term growth drivers…
with significant barriers to entry…
and a track record of growth
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19
Trends shaping our industry
Continuing to
evolve and adapt
Flexibility of loyalty programmes
The lodging loyalty landscape is
becoming increasingly competitive
as guest expectations continue to
evolve, becoming more immediate,
personalised, and experience-based.
To ful
fil guest expectations, loyalty
programmes are having to become
increasingly flexible, utilising data-driven
insights on customer preferences.
A McKinsey study found that hotel
guests utilise more than two competing
loyalty programmes a year, which is
more than airline and cruise travellers.
With younger generations more likely
to transact with multiple programmes,
and competition strengthening
amongst global peers, it will be
necessary to further expand reward
personalisation. Increasing the breadth
of offerings for members to select from,
whilst utilising advanced analytics to
tailor messaging, will give members
control over their desired benefits,
helping support a diverse portfolio
of brands.
The strength of loyalty programmes
is supported by customer experiences
during their stay.
Frontline teams are vital in delivering the
core product that loyalty programmes
are built around. Initiatives to develop
the ability of teams to deliver exceptional
experiences, such as the IHG Climb
gamification plat
form, which led to
1.5–2.5x increase in loyalty delivery for
highly engaged hotels and will continue
to be a priority of industry leaders
looking to develop robust brand and
programme preferences.
Our responses include:
Offering members the ability
to personalise benefits via
Milestone Rewards by selecting
what they value most (including
Food & Beverage Rewards and
bonus points).
Expanding Reward Night flexibility,
including discounts for new hotels,
ability to use points on both
non-standard room types and
Confirmable Suite Upgrades,
plus exclusive Reward Night
discount access for Platinum
and Diamond members.
Introducing free points transfer
for our Diamond Elite and Business
Rewards members, allowing our
most active members to share
their rewards with friends, family
or colleagues.
Forming exclusive partnerships
providing our members culturally
relevant, personalised experiences,
including events such as the US
Open Tennis Championships
and Six Nations rugby.
The tourism industry continues to demonstrate
strong fundamentals. Travel remains a top priority
for many, maintaining its status as a leading
category for discretionary spending. There are
several impactful trends with the potential to
reshape the hospitality landscape.
Loyalty programmes are becoming
increasingly competitive, hotel formats
are continuing to evolve driven by
demand for types of blended travel,
and personalised experiences enabled
by technology and data are becoming
essential. We see these trends leading
to the prioritisation of customer-
centric strategies, and investment
in products that align with evolving
traveller expectations.
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Rapidly evolving technology
The technology landscape is rapidly
changing, driven by advancements in
automation and artificial intelligence (AI).
Today’s consumers have heightened
expectations, seeking control,
convenience, and speed across
every industry they interact with.
To adapt to these expectations,
hotels are embracing modern, cloud-
based systems that simplify operations
and alleviate pressure on front-desk
staff. Hotel owners seek technology
to automate tasks and streamline their
operations, while guests increasingly seek
technology that gives them more control.
Hotel companies are modernising their
core platforms, with a shift towards
cloud-based systems to optimise
operations, pricing, reservations, and
customer relationship management.
The digital stay experience is an
increasingly important guest expectation,
with mobile check-ins, digital room
keys, kiosks, and automated check-outs
growing in popularity and becoming
mainstream. This renewed focus on self-
service not only leads to guest control
but also hotel operational efficiencies.
Additionally, the integration of AI offers
more personalised guest experiences,
with chatbots that provide instant support
and tailored recommendations, while
predictive analytics enhance pricing,
staffing, and inventory management
for hotel operators. However, these
innovations also introduce significant data
protection challenges, requiring robust
infrastructure to safeguard sensitive
information and systems.
Our responses include:
We are undergoing a multi-
year modernisation of our core
systems, introducing new property
management solutions that
transform hotel operations and
payment processes to address
global and regional needs.
Creating a dedicated task force
focused on digital stay experience,
with the goal of empowering
guests with greater flexibility
and control.
We are developing new capabilities,
including a cutting-edge customer
relationship management system,
and investing in self-service
options to elevate guest satisfaction.
Our commitment to cybersecurity
remains steadfast, focusing on the
protection of our systems against
existing and potential threats.
Utilising AI to upgrade system
intelligence and enable our hotel
and corporate colleagues to
work more efficiently.
Space for everyone
The lodging industry is rapidly
transforming, with evolving formats
that cater to diverse traveller needs
and preferences. Industry leaders
are complementing traditional hotel
models with innovative alternatives
that emphasise flexibility, authenticity,
and unique experiences.
As Gen Z starts to enter the middle class,
the requirement for variation will become
even more essential.
Demand continues to grow for shared
spaces, and increasingly lifestyle
offerings that provide guests the
opportunity to connect with the location
and fellow travellers. By meeting these
needs through carefully designed
bars, lounge areas and restaurants,
hotels of all chain scales will be able to
facilitate guest desires to work
flexibly,
immerse themselves in experiences
and connect locally.
The industry is embracing the desire for
spaces dedicated to wellness and fitness.
From rooftop yoga studios and immersive
spa retreats to interactive gaming lounges
and AI-enhanced gyms, properties are
incorporating elements that encourage
guests to relax, recharge and play.
At the top-end, luxury brands are
investing heavily in branded residential
offerings, with projects increasing by
more than 180% over the last decade.
The segment is becoming increasingly
competitive due to the presence of
major lodging companies alongside
uber-luxury retail brands.
Our responses include:
Expanding our portfolio of
branded residences across our
Luxury & Lifestyle brands, with
signings in 2024 including the
Regent Residences Dubai at
Marasi Marina and Six Senses
Telluride in Colorado.
Introducing Holiday Inn Express
Generation 5 and Holiday Inn
H5 public spaces to match
the desire for local connections
with the requirements of the
modern traveller, facilitating
social connection and co-working.
Continuing growth of new brands
designed to accommodate
developing guest needs. Brands
launched since 2019 have grown
62% in 2024.
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21
Franchised
a
: 73%
Managed: 27%
Owned, leased and
managed lease: <1%
System Size by
Type
System Size by
Region
System Size by
Category
Pipeline by
Type
Pipeline by
Region
Pipeline by
Category
Americas: 53%
EMEAA: 27%
Greater China: 20%
Luxury & Lifestyle: 14%
Premium: 15%
Essentials: 60%
Suites: 9%
Exclusive Partners: 2%
Americas: 34%
EMEAA: 32%
Greater China: 34%
Franchised
a
: 59%
Managed: 41%
Owned, leased and
managed lease: <1%
Luxury & Lifestyle: 21%
Premium: 20%
Essentials: 47%
Suites: 11%
Exclusive Partners: 1%
Our business model
The growth of our
business relies on two
fundamental drivers:
– increasing revenue per available
room (RevPAR); and
– expanding the number of rooms
in our system.
RevPAR indicates the value guests
ascribe to a given hotel brand or market,
and grows when they stay more often or
pay higher prices. Room supply and the
size of our system also re
flect capturing
structural growth drivers of increasing
demand to travel and experience,
as well as how attractive the hotel
industry and IHG is as an investment
from a hotel owner’s perspective.
IHG is an asset-light business,
with a
focus on growing fee revenues and fee
margins, which we can do with limited
capital requirements. This enables
us to grow and invest in our business
while generating high returns on
invested capital and strong cash flow.
Hotels in the Essentials category
tend to be franchised, while Luxury
& Lifestyle hotels are predominantly
managed. Our broad geographic
spread and weighting towards essential
business and domestic leisure drives
comparative resilience during times
of economic downturn.
We have made excellent progress
in expanding our presence in
the Luxury & Lifestyle segment,
which generally generates higher
fees per room. This category is
currently 14% of IHG’s system size,
and comprises 21% of the future
growth pipeline.
We do not employ colleagues
in franchise hotels, nor do we
control their day-to-day operations,
policies or procedures.
That being
said, IHG and our franchise hotels are
committed to delivering a consistent
brand experience and conducting
business responsibly and sustainably.
We provide an enterprise platform for hotel
owners to join the IHG system through a family
of 19 hotel brands and IHG One Rewards, one
of the world’s largest hotel loyalty programmes.
Our overall enterprise, including our brands
and technology, meets clear guest needs and
generates strong returns for our hotel owners.
What we do
Total system size
987,125
rooms
Total development pipeline
325,252
rooms
a. Includes Iberostar Beachfront
Resorts, which joined
IHG’s system and pipeline
as part of a long-term
commercial agreement.
This in turn attracts further new-
build hotel investment and existing
hotels to convert to IHG’s brands,
which grows our system size.
We predominantly franchise our
brands and manage hotels on behalf
of third-party hotel owners, with
the decision largely driven by market
maturity, owner preference and, in 
certain cases, the particular brand.
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Annual Report and Form 20-F 2024
Fees
to IHG in relation to the licensing
of our brands and, if applicable,
hotel management services.
Franchised hotels
We receive franchise fees based upon
a fixed percentage o
f rooms revenue
when a guest stays at one of our hotels.
RevPAR X rooms X royalty rate
Managed hotels
We generate revenue through base
management fees and incentive
management fees.
Fixed % of total hotel revenue as
a management fee, and typically
a share of hotel gross operating pro
fit
after deduction of management fees
Exclusive Partners
We receive marketing, distribution,
technology and other fees for providing
access to our enterprise platform.
Fee streams similar to our
asset-light model
The above fee streams drive the fee
revenue that IHG recognises in its three
reporting regions. Certain other fees
paid by third-party hotel owners, such
as technology fees, are additionally
recognised in Central revenue.
Assessments and contributions
that are collected
for speci
fic use within the System Fund, as well as
reimbursable revenues.
System Fund
IHG manages a System Fund for
the benefit o
f hotels within the
IHG system and their third-party
owners, who pay assessments
into it for certain hotel services.
This includes a marketing and
reservation assessment and
a loyalty assessment.
Revenue recognised by the System
Fund also includes a portion
of revenue on consumption of
IHG One Rewards loyalty points.
Given the significant scale o
f
the System Fund, IHG can make
substantial investments in marketing
brands, creating a leading loyalty
programme and developing
powerful technology systems,
thereby strengthening the whole
IHG enterprise for the bene
fit
of all our hotel owners.
The System Fund is not managed
to surplus or deficit
for IHG over
the longer term, but for the bene
fit
of hotels in the IHG system.
Reimbursable revenues
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.
More on page 200.
How we generate revenue
Third-party hotel owners pay…
Owned, leased and managed lease hotels
Ancillary fee streams
For the small number of hotels that we own
or lease (representing less than 1% of our
system size), we record the entire revenue and
profit o
f the hotel in our
financial statements.
Aside from fees paid to IHG from third-party hotel owners,
IHG also receives ancillary fee streams. These include fees
related to co-branded credit cards, a portion of proceeds
from the sale of loyalty points to consumers, and other
fees related to branded residential properties.
For more details, see page 26.
As an asset-light business, revenue attributable
to IHG is the fees charged to third-party hotel
owners, rather than the entire revenue base of
the hotels themselves. IHG also receives various
ancillary fee streams.
In 2024, IHG’s revenue from fee business
was $1,774m (which generated an
operating profit o
f $1,085m). For the
small number of owned, leased and
managed lease hotels, the entire
revenue of these hotels is attributable
to IHG, which in 2024 was $515m
(generating an operating profit
of $45m). Total revenue reported
for IHG in 2024 was $4,923m, which
additionally includes $1,611m of
System Fund revenue, $1,000m of
reimbursable revenue, and $23m
of insurance activities revenue.
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23
Ordinary
dividends
Share
buybacks
Total
2.8
2.1
0.7
Our business model
continued
The benefit o
f operational efficiencies,
along with brands and markets
becoming more mature, supported
fee margin expansion that averaged
around 130bps a year between
2009 and 2019 in total for IHG.
In 2024, our fee margin increased
by 190bps, which was ahead of the
100–150bps annual improvement
on average over the medium to
long-term that is expected to be
driven by positive operating leverage.
For franchised hotels, the
flow through
of revenue to operating pro
fit is higher
than it is at managed hotels, given
the fee model and our well-invested
scale platform, where limited resources
are required to support the addition
of an incremental hotel.
This is most evident in our Americas
region, where fee margins are the
highest, reflecting our scale and more
than 90% of our hotels operating under
our franchised model.
Across our managed hotels, the
flow through o
f revenue to pro
fit
can be lower, given higher operating
expenditure on operations teams
supporting the hotel network.
Our owned, leased and managed
lease hotels tend to have significantly
lower margins than our fee business
This is because we not only record
the entire revenue of the hotel,
but also the entire cost base, which
includes staff and maintenance
of the hotel.
Fee margin by region
1
Invest in the business
to drive growth
We look to strategically
drive growth, while
maintaining strict
control on investments
and our day-to-day
capital expenditures.
2
Target sustainable
growth in the
ordinary dividend
IHG has a dividend
policy where we would
look to grow the ordinary
dividend each year,
while balancing all our
stakeholder interests
and ensuring our
long-term success.
3
Return surplus
capital to
shareholders
The Board expects our
asset-light model to
provide the opportunity
to routinely return
additional capital to
shareholders such as
through share buybacks.
Our asset-light business model requires a limited
increase in IHG’s own operating expenditure to support
our revenue growth, which delivers operating profit
and fee margin growth.
Americas
Greater China
EMEAA
Total IHG
Shareholder returns 2022–24 ($bn)
FY2022
84.3%
FY2023
82.2%
FY2024
81.2%
FY2022
26.4%
FY2023
59.6%
FY2024
60.9%
FY2022
52.7%
FY2023
60.5%
FY2024
65.3%
FY2022
55.9%
FY2023
59.3%
FY2024
61.2%
Our priorities for the uses of the cash
flow that IHG
generates are consistent with previous years and comprise
three pillars:
How we drive operating profit
Capital allocation
24
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Annual Report and Form 20-F 2024
Spend incurred by IHG can be summarised as follows:
Type
What is it?
Recent examples
Key money and
maintenance capital
expenditure
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.
Maintenance capital expenditure is devoted to the
maintenance of our systems and corporate offices,
along with our owned, leased and managed lease hotels.
Examples of key money include investments to secure
representation for our brands in prime locations.
Examples of maintenance spend include investment
in corporate technology and software, as well as
office refurbishment and maintenance. Across our
owned, leased and managed lease hotels we invest
in refurbishment of public spaces and guest rooms.
Recyclable
investments
to drive the growth
of our brands and
our expansion in
priority markets
Recyclable investments are capital used to acquire
real estate or investment through joint ventures, equity
capital, or loans to facilitate third-party ownership
of hotel assets. 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.
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 concept. These hotels were subsequently sold and
now operate under franchise agreements.
More recently, recyclable investments have included
the initial purchasing of sites for the Six Senses brand
to be developed in key markets in the US.
System Fund capital
investments for
strategic investment
to drive growth at
hotel level
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.
We continue to invest in a range of upgraded technology
solutions, including the ongoing development of IHG’s
mobile app and IHG One Rewards loyalty evolution.
The Board consistently reviews the Group’s approach to
capital allocation and seeks to maintain an efficient balance
sheet and investment grade credit rating.
Capital expenditure
Dividend policy and shareholder returns
IHG has an excellent track record
of returning funds to shareholders
through ordinary and special dividends,
and share buybacks. The ordinary
dividend paid to shareholders
increased at an 11% CAGR between
2004 and 2019, and at a 10% CAGR
after resuming dividend payments
at the end of 2021.
Our asset-light business model is
highly cash generative through
the cycle and enables us to invest
in our brands and strengthen our
enterprise. When reviewing dividend
recommendations, 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 assesses 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.
One of the measures we use to monitor
this is net debt:adjusted EBITDA where
we aim for a ratio of 2.5–3.0x.
$500m of surplus capital was returned
via a buyback programme announced
in August 2022, $750m via a programme
announced in February 2023, and then
a further $800m via a subsequent
programme in 2024. The highly cash-
generative nature of our business model
means we expect to have substantial
ongoing capacity to return further
surplus capital to shareholders, such
as through share buybacks, as we look
to move leverage into our target range
over time.
The Board intends to continue
sustainably growing the ordinary
dividend and to typically pay dividends
weighted approximately one-third
to the interim and two-thirds to
the final payment.
In February 2024, IHG’s Board
proposed a final dividend o
f 104.0¢ in
respect of 2023, representing growth
of 10% on that for 2022. The proposal
was subsequently approved at
the AGM and paid to shareholders
on 14 May 2024.
In August 2024, IHG’s Board declared
an interim dividend of 53.2¢ per share,
representing growth of 10% on 2023’s
interim dividend. This was paid to
shareholders on 3 October 2024.
The Board is proposing a final
dividend of 114.4¢ in respect of 2024,
representing growth of 10% on that for
2023. The proposed total dividend for
the year is therefore 167.6¢. Further, the
Board have approved a share buyback
programme to return an additional
$900m of surplus capital in 2025.
Given expectations for growth and
EBITDA in 2025, leverage is expected
to be around the lower end of our
target range of 2.5–3.0x.
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Our business model
continued
Ancillary fee streams further leverage the strength
of IHG’s brands and our powerful enterprise platform.
As well as additional fee revenue, they typically
flow
through to operating profit at a high incremental margin,
therefore contributing to overall fee margin accretion.
Loyalty points
sales to
consumers
Our loyalty programme, IHG One Rewards, allows members
to earn points through qualifying stays and through third-party
partnerships and programmes. Points revenue is generated
through hotel assessments from qualifying stays, third-party
points purchases to support partnership arrangements, and
points purchased by members. Points revenue was previously
included in the System Fund, but from the start of 2024 a portion
of revenue from the sale of certain loyalty points is attributed to fee
business revenue, delivering approximately $25m incrementally
to revenue and operating profit
from reportable segments
in 2024. The change applied to 50% of proceeds from points
sold in 2024 and will increase to 100% in 2025, approximately
doubling the benefit to IHG’s reportable segments. Further
points revenue growth is expected in future years as the number
of points sold continues to increase, driven by the growth in
the attraction and scale of the IHG One Rewards Programme. In
2024, the programme grew to over 145 million members who are
responsible for over 60% of room nights consumed globally.
Co-brand
credit cards
Co-brand credit cards drive further membership and loyalty to
our IHG One Rewards programme, deepening guest relationships
and delivering more business to our hotels. Co-brand credit
card partners pay fees to IHG for:
– access to our loyalty programme and customer base and the
rights to use IHG brands;
– arranging for the provision of future bene
fits to members who
have earned points or free night certi
ficates;
– performing marketing services.
IHG One Rewards co-brand credit card holders stay even more
frequently and spend more in IHG hotels. 2024 was a record-
breaking year for new account applications, there was double-
digit percentage growth year-on-year in total card customers, and
total card spend was around 25% higher than before the relaunch
of card products two years’ earlier. In November 2024, IHG
entered into new agreements with our card issuing and financial
services partners that were effective immediately from that date
and have an initial term running through to 2036. Under prior
arrangements, fees recognised within IHG’s operating pro
fit
from
reportable segments were $39m in 2023, with these expected
to be double that level in 2025.
Branded
residential
properties
A further example of driving ancillary fees through the strength
of IHG’s brands is their use to generate increased sales of
residential property, typically alongside a hotel development
with shared services and facilities. This industry segment has
increased by 180% over the last decade. IHG already has more
than 30 branded residential projects that are open or selling
properties across five brands in 15 countries, and more in the
pipeline including further projects where sales will launch in
2025. Signings in 2024 involving branded residences included
Kimpton Monterrey in Mexico, the Regent Residences Dubai at
Marasi Marina, and several for Six Senses, such as in the US at
Telluride in the Colorado Rockies and Riverstone Estate in Foxburg,
Pennsylvania, and at Dubai Marina. Fees earned by IHG from
branded residences are recognised within IHG’s operating profit
from reportable segments.
Driving ancillary fee streams
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Strength of brands
A portfolio of brands across
industry segments, designed
to drive owner returns
Technology
Our cloud-based platforms are
improving operational efficiency
and delivering strong returns,
with our revenue and property
management capabilities and
Guest Reservation System
providing advanced insights,
simplifying operations
and driving revenue
Strong loyalty programme
and enterprise contribution
Over 80% of room revenue
delivered to hotels by
IHG’s managed channels
and sources
Commercial engine
We have invested in our
digital platforms, data and
analytics, marketing and
partnerships to provide guests
with more choice and benefits
and owners with higher-value
customers at lower cost
of acquisition
Investment in hotel lifecycle
management and operations
We have invested in
technology, systems and
processes to support
performance, increase
efficiencies and drive returns
for our owners
Procurement
We use our scale to reduce
costs for owners, with
procurement programmes
for hotel goods, services
and construction
Sustainability tools
and expertise
We have developed tools,
training and programmes
to support hotels and
provide better data and
insights to enable them to
reduce their energy, waste
and water consumption
Global sales organisation
We have developed a
global sales enterprise to drive
higher-quality, lower-cost
revenue to our hotels
Why hotel owners choose to work with IHG
Hotel owners choose to work with IHG because
of the trust they have in our brands and our track
record in delivering strong returns.
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Our strategy
Over the long term, with disciplined
execution, our strategy drives the growth
of our brands in high-value markets.
It creates value for all our stakeholders
and delivers sustained growth in
profits and cash flows, which can be
reinvested in our business and returned
to shareholders.
Our strategic priorities and the
behaviours that drive them have been
designed to put the expanded brand
portfolio we have built in recent years
at the heart of our business, and our
owners and guests at the heart of our
thinking. They recognise the crucial role
of a well-invested loyalty programme
and technology systems, and ensure
we meet our growing responsibility
to care for and invest in our people,
and to make a positive difference to
our communities and planet.
Our strategy is inspired and informed by
our purpose of providing True Hospitality
for Good, which is underpinned by our
commitment to a culture of operating
and growing in a responsible, ethical
and inclusive manner. This sets the
tone for how we do business, enabling
us to focus on creating value for all
stakeholders as we build an even
stronger IHG.
Our ambition to be the hotel company of
choice for guests and owners is underpinned
by strategic investments in our brands, people,
technology and scale.
Making it
happen
How we make it happen
What we do
Provide True Hospitality for Good
Why we do it
To be the hotel company of choice
for guests and owners
Our growth behaviours
Ambitious
Dedicated
Courageous
Caring
Relentless
focus
on growth
Brands
guests and
owners love
Leading
commercial
engine
Care for
our people,
communities
and planet
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Care for our people,
communities and planet
With more than 6,600 hotels in our global estate,
it is vital that as we grow, we do so responsibly
and sustainably for our communities, the
environment and the long-term success of
our business. In 2024, we took further steps to
invest in our people and culture, deliver lasting
change to our communities and make our
hotels more sustainable.
More on pages 36 to 37.
Leading
commercial engine
We invest in the tools, technology and solutions
that make the biggest difference for guests
and owners. Among the key highlights in 2024
were the launch of new technology systems
to elevate the guest experience, drive hotel
performance and increase owner returns, and
continuing to build membership and engagement
through IHG One Rewards.
More on pages 34 to 35.
Relentless focus
on growth
We are accelerating the global growth of our
brands on the back of a transformed portfolio
that’s giving our guests and owners more
choices across segments. In 2024, our brands
continued to reach new markets, we expanded
our presence in high-growth ones, grew and
strengthened both new and existing brands,
and extended our presence in Luxury & Lifestyle.
More on pages 30 to 31.
Brands guests
and owners love
We are focused on delivering tailored services
and solutions to meet the expectations of guests
and owners. In 2024, we strengthened guest
benefits
for IHG One Rewards, enhanced stay
experiences, continued to build awareness
of our IHG Hotels & Resorts masterbrand and
reduced costs for owners.
More on pages 32 to 33.
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Our strategy
continued
Relentless focus
on growth
The transformation of our portfolio is fuelling our
growth for today and tomorrow. We have grown from
10 to 19 brands since 2015 to diversify across segments
and meet guest and owner demand, while at the
same time investing in the continued success of our
established brands. Global expansion is supported
by investment in our enterprise, including a leading
loyalty programme, masterbrand and a powerful
suite of technology products.
Signed long-term
agreement with NOVUM
Hospitality, which will double
our presence in Germany –
a priority growth market.
Holiday Inn Brand Family
generated 44% of hotel
openings and signings
globally in 2024.
>6,600
hotels open globally.
>2,200
pipeline hotels, representing
future system size growth of 33%.
>40%
of global pipeline
under construction.
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What we achieved in 2024
We opened 371 hotels in 2024 to surpass
6,600 globally and signed 714 properties
into our pipeline – the equivalent of
almost two a day – to take it to more
than 2,200 hotels.
We are focused on capitalising on
strong travel demand in markets with big
growth opportunities. During the year,
29 openings represented a country debut
for a particular IHG brand. We expanded
our presence in high-growth markets,
including India, Japan, Saudi Arabia, and
Greater China, where record levels of
development activity took our pipeline
in the region to 549 hotels at the end of
2024 – its largest ever size, representing
almost 60% of the region’s current
system size. In Germany, one of our
largest markets in Europe, we signed a
long-term deal with NOVUM Hospitality
that will double IHG’s presence.
The agreement includes properties
joining IHG through the new Holiday Inn
– the niu brand collaboration, and has
brought Candlewood Suites and Garner
to Europe for the
first time.
The enduring appeal of our established
brands once again shone through,
with our Holiday Inn Brand Family
generating 44% of hotel openings and
signings globally. Momentum behind
our new brands also continued, with
Garner having already reached 23 open
hotels and a pipeline of 94 properties
since becoming franchise-ready in the
US in 2023, while avid® hotels grew
its pipeline to 137 properties – almost
double today’s existing system size.
Atwell Suites® surpassed a pipeline of
50 hotels for the
first time and launched
in Greater China to capitalise on the
appetite for our brands in this high-
growth market. Premium brand voco™
hotels achieved debut openings in India,
Sweden and Malaysia on its way to
reaching 177 open and pipeline hotels.
Underlining the huge growth potential
of our newest brands, our seven most
recently launched or acquired brands –
not including Garner or our commercial
agreement with Iberostar – now
represent 17% of our pipeline.
Following acquisitions and new
brand launches in recent years,
we have established one of the
industry’s biggest Luxury & Lifestyle
portfolios and our six brands continued
to drive our growth and performance.
We achieved 133 openings and
signings in this higher-fee segment in
2024, with Six Senses® Hotels, Resorts
& Spas reaching 65 open and pipeline
hotels, with debut openings in Japan
and the Caribbean. Regent reached 20
open and pipeline properties, including
the opening of another
flagship property
– Regent Santa Monica Beach, which
marked the return of the brand to the
Americas. Vignette Collection celebrated
debut signings in key markets such
as the Maldives, Spain and Turkey to
surpass 50 open and pipeline hotels in
just three years since launch, tracking
ahead of our long-term target to
attract more than 100 properties by
2031. A debut opening on the Greek
islands was one of 25 openings and
signings for InterContinental® Hotels
& Resorts on the back of an exciting
brand evolution in 2024, taking its
system size to 227 and its pipeline to
101, which reflects its strong
future
growth opportunities. Kimpton® Hotels
& Restaurants continued its global
expansion, with a debut signing in the
Turks and Caicos Islands and a first
opening in the Dominican Republic
adding to the brand’s growing
presence in prime leisure destinations.
A first opening in the Caribbean was
among 42 openings and signings for
Hotel Indigo®, further re
flecting IHG’s
success in internationalising its brands.
The strong future growth prospects
of Luxury & Lifestyle are re
flected by
our portfolio now representing 14%
of our current system size and 21% of
our pipeline. Illustrating our growing
reputation, 46 hotels were awarded
Condé Nast Traveler Readers’ Choice
Awards – more than double the number
of two years ago – while 14 earned
Michelin Keys.
In our Exclusive Partners category,
we continued to integrate the Iberostar
Beachfront Resorts brand into our
systems, with 55 out of up to 70
properties from the original agreement
in 2022 added to IHG’s system, as we
capitalise on the growing demand
for resort and all-inclusive stays.
Conversion deals were again central
to our growth, representing around
50% of both room openings and
signings. This strong performance
reflects the appeal o
f our brands and
wider enterprise to owners, alongside
a sharpened strategic focus on driving
these quicker-to-market opportunities.
In Greater China, for example, we have
a dedicated Conversions and Contract
Renewals team and we collaborate
closely with owners to deliver a quick
return on investment. There were also
340 new-build signings globally during
the year – another key indication of
growing developer confidence.
What’s to come
We have grown our development
pipeline to more than 2,200 hotels,
the equivalent of 33% of today’s
system size. This, together with
investments in our enterprise, lays
the foundation for continued system
size growth in the years ahead.
Supporting this, we will further expand
our presence in high-growth markets,
such as Greater China, Germany, Japan,
Saudi Arabia and India.
We will continue to assert the
competitive advantage of our
Essentials brands so we can extend
their leadership in major markets
by optimising their cost to build,
open and operate, while at the same
time accelerating conversion deals.
We will also drive expansion of our
newer brands by strengthening
their performance and taking them
into more new markets globally.
We will embed our Luxury & Lifestyle
capabilities to further strengthen
our reputation with guests and
owners, and accelerate the growth
of our brands. Linked to this, we will
continue to develop a world-class
branded residences offer following
strong progress in 2024, which
included signing the first Regent
Residences in Dubai and Six Senses
Residences Dubai Marina, which
will be the world’s tallest residential
tower once complete.
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31
Our strategy
continued
Launched new chapter
of Guest How You Guest
marketing campaign to
increase awareness of
IHG Hotels & Resorts
masterbrand for guests
and owners.
Maintained outperformance
versus key competitors on
Guest Satisfaction Index in
all three regions.
Brands guests
and owners love
Staying successful means putting ourselves in the
shoes of our guests, corporate customers and owners
in everything we do. This is how we are creating unrivalled
service and tailored experiences in our hotels, and
attractive investment opportunities with strong returns
for our owners.
>145m
IHG One Rewards loyalty
programme grown to 
over 145 million members.
Further lowered cost per occupied
room for Essentials and Suites brands
through procurement programmes
and enhanced Food & Beverage offer.
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What we achieved in 2024
Strong leisure, business and group
demand pushed Global RevPAR up 3.0%
in 2024, as we continued to position IHG
as first choice
for guests and owners.
The work we are doing in collaboration
with our owners and hotel teams to elevate
the guest experience has helped IHG
maintain its outperformance versus key
competitors on the externally measured
Guest Satisfaction Index in all three
regions. This included strengthening our
IHG One Rewards loyalty programme
with fresh experiences, rewards and stay
enhancements that helped it grow to
more than 145m members. Reward Night
redemption is also around 30% higher
than prior to the programme refresh two
years ago, demonstrating strong member
engagement and driving increased
owner returns.
Our award-winning mobile app is
unlocking the full power of IHG One
Rewards, making it easier than ever before
to enrol, manage and recognise members.
Regular updates are improving the guest
experience, IHG® Wi-Fi Auto Connect is
automatically connecting loyalty members
to hotel wi-fi globally, and the upsell o
f
unique room attributes – such as room
size and view – is enabling travellers to
tailor their stays as they book with us.
Reflecting continuous investment
in our portfolio, in 2024 we launched
a new breakfast programme for avid
in the US and Canada featuring more
choice for guests and reducing costs
for owners. For Holiday Inn Express,
further optimisation of its breakfast
menu is driving 5–10% cost reductions
for owners. We also recently launched
new public space designs, marketing
campaigns and an upgraded coffee
service for the brand. We also rolled out
a new visual identity for Holiday Inn and
have seen rapid owner adoption of its
upgraded breakfast buffet service, which
is delivering outperformance in key guest
metrics and lower labour costs for owners.
Testament to our success in keeping
this iconic brand feeling fresh, in 2024
Holiday Inn was voted Most Trusted Brand
in US Travel and Hospitality by Morning
Consult for the fourth consecutive year,
as well as Leading Budget Hotel Brand
at the World Travel Awards.
For our hotel owners, we are focused
on capturing demand and strengthening
the performance of their hotels. IHG
One Rewards is playing a central role and
our masterbrand strategy is supporting it
in building engagement with guests by
growing awareness and strengthening
the perception of our brands in several
ways. Our global marketing campaigns,
such as the latest instalment of our Guest
How You Guest campaign, are increasing
IHG’s appeal with key demographics.
Our exclusive partnerships also continue
to reward loyal guests and raise IHG’s
profile, with IHG One Rewards members
redeeming points in exchange for unique
experiences at sporting events and music
festivals, as well as exclusive member
privileges with other leading brands.
In late 2024, we also began simplifying
our brand endorsement from ‘an IHG
hotel’ to ‘By IHG’ across properties in the
Americas and EMEAA to create a bolder
connection between our masterbrand and
brand portfolio across new signage, digital
channels and global distribution listings.
We work closely with our hotel teams and
owners to drive performance – connecting
with general managers on calls and at
regional conferences, and with owners
through webinars, meetings and events.
Our New Owner Orientation programme in
the US provides extra support for owners
new to IHG, and we welcomed thousands
of owners to the IHG Americas Investors &
Leadership Conference to share the latest
innovations to strengthen their businesses.
Efficient new hotel space designs are
reducing costs per key and driving brand
consistency, including new prototypes for
our extended-stay brands. More hotels
are also joining our procurement
programmes across Food & Beverage and
other operational supplies and services.
Together with further enhancements to
breakfast menus and our new in-lobby
24/7 bean-to-cup coffee programme,
these are further lowering costs per
occupied room across Essentials and
Suites brands. In the Americas, we are
extending our procurement services
across Premium and Luxury & Lifestyle
hotels to provide savings on a wider range
of supplies and services and a full procure-
to-pay solution for owners, while our
WeChat ecommerce platform in Greater
China is providing access to thousands of
construction materials. We also lowered
our standard loyalty assessment fee for
owners during 2024, increased certain
Reward Night reimbursements they receive
back out of the System Fund when points
are redeemed for stays and reduced the
IHG® Ignite marketing fee for participating
hotels in the Americas and EMEAA.
Making hotel operations more sustainable
is crucial to the future of our owners’
businesses, IHG and our industry, and we
are taking active steps to help our hotels
measure and manage their environmental
impact. In 2024, we launched our industry-
first Low Carbon Pioneers programme
to help us test, learn and share findings
on sustainability measures; we upgraded
our Green Engage environmental
management platform to strengthen how
properties manage energy, water and
waste; and we incorporated more energy
conservation measures (ECMs) into hotel
brand standards to reduce energy usage
and costs.
For more on Planet, see pages 60 to 63.
We continue to work with the IHG
Owners Association, which represents
the interests of thousands of owners and
operators, to roll out key projects and
ensure our owners are fully aware of the
operational and commercial support we
are providing. This includes collaborating
with governments, trade bodies and peers
to support the industry on a broader scale
on prominent issues.
What’s to come
We will continue to develop our
masterbrand strategy to lift awareness
of our brands. This includes extending
the reach of our Guest How You
Guest campaign across channels and
international markets, supported by
targeted regional promotions and brand
marketing campaigns – including the
latest for Holiday Inn Express. In addition,
we will invest further in developing
strategic partnerships and continue to
roll out our new ‘By IHG’ endorsement
across our brands in 2025.
Our focus on quality and consistency
of the guest experience relies on
continued investment in loyalty benefits,
service and digital products to give our
hotels a competitive edge, supported by
increased use of data, analytics and AI.
We will drive owner returns by continuing
to fine-tune our brand
formats to reduce
cost per key across new projects and
renovations, while at the same time
improving the guest experience. This
includes opening our first new-build
prototype for Holiday Inn featuring
elevated Food & Beverage, redesigned
guest rooms and versatile public spaces.
We will also strengthen our groups and
meetings offer to further capitalise on
strong business and group demand.
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33
Our strategy
continued
Leading
commercial engine
We are investing in the technology and tools that drive
commercial success and make the biggest difference
to guests, owners and hotel teams. This powerful
commercial engine enhances the guest experience
while driving returns for owners and encouraging
them to grow further with IHG.
Entered into new
long-term US co-brand
credit card agreements.
Announced first approved
new property management
system to create greater
value for owners.
>20%
increase in revenue driven
by IHG One Rewards mobile
app year-on-year.
>60%
room nights globally booked
by IHG One Rewards members
– increasing loyalty penetration.
81%
room revenue booked through
IHG-managed channels and sources –
up from 72% four years ago.
~3,500
hotels now featuring our new
revenue management system.
~30%
of guests seeing an upsell offer at
some point in their booking journey.
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What we achieved in 2024
The success of our enterprise is
illustrated by our ability to provide hotel
owners with higher-value customers at
a lower cost of customer acquisition.
In 2024, we saw the percentage of room
revenue booked through IHG-managed
channels and sources reach 81% –
up 9% in four years.
Our IHG One Rewards loyalty programme
is playing a key role, with members
spending approximately 20% more in
hotels than non-members and being
around 10 times more likely to book
direct. In 2024, we continued to find
fresh ways to provide them with leading
value, richer benefits and greater choice
on the way to growing the programme
to over 145 million members. Loyalty
penetration also increased, with
members now responsible for over
60% of all room nights booked globally,
and rising to around 70% in the US
and Americas overall.
Knowing that recognised members
typically spend more in hotels than
non-members, we are working closely
with our hotel teams to embed a culture
of loyalty. During the year, we provided
training, tools and hosted our Loyalty
Week in EMEAA, as well as our first in
the Americas to further support them
in strengthening delivery on property.
In addition, we continued rolling
out IHG Climb across the Americas,
with our interactive gaming-based
platform engaging teams to help drive
performance towards their key loyalty
metrics. With highly engaged hotels
already seeing significant improvements
in performance, we have begun rolling
out IHG Climb for Sales to support
our sales leaders.
New accounts and average card spend
grew across our US co-brand credit
cards, which are an important way
of driving membership of IHG One
Rewards and business to our hotels.
Building on our progress, we signed
new agreements with our providers in
2024, with total fees to IHG expected
to significantly increase
from the
start of the new agreements and to
continue growing over the term.
Our mobile app once again played
an integral role in driving deeper
engagement with IHG One Rewards,
with regular updates further
increasing loyalty contribution, direct
bookings and incremental spend
during stays. Revenue driven by
the app increased more than 20%
year-on-year, downloads were also up
over 20% and it won three prestigious
Webby Awards in 2024 – including
Best Travel App and Best User
Experience. Its success underlines a
further shift in preference for mobile
devices, with the app and other mobile
channels now accounting for two-thirds
of all digital bookings. As part of our
digital-first strategy, we are also providing
AI-backed translations for digital content
into 20 languages, saving hotels time
and money. We sent over 12 million
personalised hotel-to-guest messages in
2024 – 84% more than the previous year
– while AI is providing a more intuitive
experience for our Digital Concierge
chatbot service, which had three million
conversations with guests. AI is also
enabling IHG Voice to automatically
handle customer calls to reduce
the workload for busy hotel teams,
while our 24/7 asynchronous service
is helping guests resolve their queries
with reservations and customer care
agents via chat. Building on the progress
we are making, a new digital check-out
experience was piloted in over 300 US
hotels and robots were in use in more
than 350 properties in Greater China
to ful
fil basic guest requests, such as
delivering towels and other amenities.
Our technology systems are giving
our brands, business and owners a
competitive edge. As part of a reimagined
approach to revenue management,
our new revenue management system
is now live in around 3,500 properties
and incorporating leading data science,
machine learning and forecasting tools
to deliver advanced insights and pricing
recommendations that drive top-line
revenue for hotels. We have also begun
rolling out a new property management
system (PMS) to create greater value
for owners. This can be accessed via a
mobile phone, with a single cloud-based
view across properties improving ease
of hotel operations and enabling us
to deploy fast, efficient enhancements
at scale. Following successful pilots, we
have partnered with HotelKey to launch
our first system in the US and Canada
for our select-service hotels.
In Greater China, over 400 select-
service hotels have implemented a
new property management system.
Through our Guest Reservation System
(GRS), around 30% of guests are seeing
an upsell offer at some point in their
booking journey and we will scale this
further in 2025. When selected, upsell
offers are achieving average nightly
room revenue increases of around
$20 across our Essentials and Suites
brands and around $40 for Luxury &
Lifestyle. This is driving share shift into
premium rooms and more revenue
to hotel owners.
What’s to come
We will continue to drive enrolments
for IHG One Rewards by providing
new benefits and working closely with
our hotel teams to deliver a consistent
loyalty experience on property.
Linked to this, we are working on a new
customer relationship management
platform for our loyalty programme
that delivers a more seamless guest
experience, more tailored solutions to
enquiries and connects with guests
on their preferred channels.
Continuing our focus on driving
high-quality revenue through our
best-in-class platforms, we will
fine-
tune the customer journey across our
channels, such as our mobile app, to
make it as easy as possible for guests
to book stays at our hotels and increase
revenue for owners. We will complete
the implementation of the new revenue
management system across our estate
and continue to roll out our new PMS
with HotelKey, which is expected
to be in place in approximately 1,500
properties in the Americas and EMEAA
by the end of 2025.
Following pilots in the UK, France,
Germany, Italy and Spain in 2024, we will
continue working towards establishing
a new payment solution in Europe
that strengthens security, speeds up
processing and reduces owner costs.
Having entered into new agreements
for our US co-brand credit cards, we will
continue to evaluate opportunities to
grow this important ancillary fee stream
further in the US, while continuing to
assess the opportunity to launch new
co-branded credit cards in new markets.
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35
Our strategy
continued
Care for our
people, communities
and planet
With more than 6,600 hotels in communities around
the world, IHG values the opportunity to be a force for
good by positively impacting the lives of millions and
protecting the world around us. Guiding our actions is
Journey to Tomorrow – a 2030 responsible business plan
aligned to our purpose of True Hospitality for Good and
the evolving expectations of our stakeholders.
87%
overall employee engagement,
with IHG named a Mercer Global
Best Employer.
>4.2m
lives improved since 2021 through
our collective action and work with
charity partners.
11.5%
reduction in carbon emissions per
available room compared with 2019.
Partnered with Action Against
Hunger to help deliver
lasting change in thousands
of communities across
the globe.
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What we achieved in 2024
Our people
Building a culture where everyone is
valued, respected and able to thrive is
fundamental to attracting and retaining
a talented workforce and achieving our
growth ambitions. In 2024, IHG was ranked
among the best places for women to work
in the US, and we remain committed to
building talent and leadership capabilities
for our hotels through programmes such
as Journey to GM and our Global RISE
mentoring programme, both of which
saw continued success in welcoming
new participants and placing candidates
into GM roles during the year.
Engaging with colleagues is central to
our culture and we hold listening forums
so they can express their views throughout
the year. This includes our colleague
engagement survey, where we maintained
our score of 87% to be accredited as
a Mercer Global Best Employer.
To help develop and retain talent, a
corporate onboarding platform for new
starters was developed in 2024, along with
the introduction of tailored learning tools
for IHG University and a new mobile app
to improve access to its resources. We also
launched IHG Metaverse for prospective
candidates to immerse themselves in life at
IHG, and continued to build engagement
with our careers website, which attracted
5.6 million visitors in 2024.
For more on people, see pages 53 to 57.
Our communities
Our Journey to Tomorrow plan includes
a commitment to improve the lives of
30 million people through skills training,
disaster response and food security.
In 2024, we helped improve the lives of
more than two million people through our
community partnerships and programmes.
This included our IHG Academy, which
inspires the next generation through skills
training, where during the year, more than
43,000 participants benefited
from work
experience, internships, apprenticeships
and free online training.
We responded to 27 natural disasters by
supporting charity partners in their relief
and recovery efforts, and we launched
a global partnership with Action Against
Hunger – one of the largest global NGOs
combating hunger. Using the strength
of our IHG Hotels & Resorts masterbrand,
we are driving awareness of food security
with millions of guests globally and
supporting Action Against Hunger in
treating malnourished children.
This work complements our existing
long-standing community partnerships.
Every September, IHG colleagues take
part in Giving for Good month to give
back to their communities, and this year
we worked with over 1,450 charities across
events spanning 84 countries to improve
the lives of nearly half a million people.
For more on communities, see page 58.
Our planet
We are helping our hotels measure
and manage their environmental impact,
working closely with our hotel teams and
owners to reduce carbon emissions,
waste and water on property.
Our asset-light business model means
that more than 60% of emissions
under our carbon target come from
franchisees not under IHG’s direct control.
Our decarbonisation strategy focuses
on three areas: implementing energy
efficiency measures in hotels; pioneering
low-carbon hotels; and supporting hotels
in sourcing renewable energy.
In 2021, we set a target to reach a 46%
absolute reduction in GHG emissions
by 2030 from our franchised, managed,
owned, leased and managed lease hotels,
from a 2019 baseline. This target has been
validated by the Science Based Targets
initiative (SBTi).
Our ongoing commitment to
decarbonisation has driven an 11.5%
reduction in carbon emissions per available
room and a 9.4% reduction in energy
per available room in 2024 compared to
2019. However, the lack of a clean energy
infrastructure in our markets, alongside
the opening of more hotels around the
world, means that total carbon emissions
are up 7.2% since 2019. As a result, despite
our ongoing efforts, we are not on track
to meet our 2030 target. We remain
dedicated to the actions we are taking to
assist hotel owners in reducing carbon
emissions and while our programmes
will require time to scale, the actions we
are taking today will improve operational
efficiency of IHG hotels and prepare us
for accelerated decarbonisation once
market factors are more favourable.
We continued decarbonising existing
hotels during the year by supporting them
in incorporating new energy conservation
measures (ECMs) into brand standards
and updating our Green Engage platform
to improve their measurement of energy,
water and waste. We also launched the Low
Carbon Pioneers programme to help drive
the development of hotels that operate at
very low or zero carbon emissions.
This industry-first community o
f energy
efficient hotels, which have no fossil fuels
combusted on site
a
and are backed by
renewable energy, will help us test, learn
and share findings across our estate.
We do not directly procure renewable
energy for our franchised properties,
but assist hotels in other ways, including
connecting them with Community
Solar programmes in select US markets.
In addition, several of our global offices,
including our headquarters in Windsor
in the UK and Atlanta in the US, are
procuring 100% renewable electricity.
To reduce waste, we introduced brand
standards in Europe to eliminate single-
use plastic bottles from guest rooms
and meetings, and launched a guide
for US owners on disposing of major
hotel commodity items. Since launching
our global food waste training e-learning
module in 2022, it has been accessed
by more than 2,700 hotels and over
53,700 courses have been completed by
managed and franchised hotel colleagues.
To reduce water usage, we continued
integrating water-reduction measures
into brand standards. In 2024, our water
intensity (m³ of water use per available
room) decreased by 1.8% compared to
2019. We anticipate that as we implement
water efficiency brand standards across
our estate, this improvement in water
efficiency will continue to grow. At the
same time, our absolute water footprint
has increased by 9% since 2023 due to
our continued business growth.
For more on planet, see page 60.
What’s to come
We remain focused on investing in
attracting, developing and retaining the
talent we need at corporate and hotel
level, and will strengthen how we drive
high performance across the organisation.
In our communities, we will champion
our Action Against Hunger partnership
and continue strengthening our collective
impact as we work towards improving
the lives of 30 million people. We will
also embed our refreshed IHG Academy
offer by developing new elements for
online learning.
To manage our environmental impact,
we will continue implementing our
decarbonisation roadmap. This includes
further developing our Low Carbon
Pioneers programme, and working with
industry bodies and governments to help
speed up the industry’s transition to a
greener, more resilient future.
a. Except for backup generators that fall below 5% of the hotel’s total annual energy consumption.
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37
2024 status
Net system size increased by 4.3%, with gross
system growth of 6.2% and a removals rate
of 1.9%. Total rooms supply was 987,125.
Significant increase in the level o
f signings with
106,242 rooms (714 hotels). Total pipeline of
325,252 rooms increased by 9.5% compared to
2023, with more than 40% under construction.
Continued strength of the Holiday Inn Brand
Family with 29,053 rooms opened and
44,528 rooms signed, representing more than
40% of our total rooms signings.
Signed 17,703 rooms as part of the initial
NOVUM Hospitality agreement, with the
first 10,186 rooms opened.
Further momentum of our Luxury & Lifestyle
portfolio with 7,741 rooms opened and
16,238 rooms signed.
Expansion of Iberostar Beachfront Resorts
with 1,986 rooms opened and 2,193 rooms
signed in 2024.
Continued growth of our recently launched
brands with:
voco growing to 87 hotels open and a further
90 properties in the pipeline across more
than 25 countries;
17 Atwell Suites signed, taking the pipeline
to 54 properties, including its debut in
Greater China;
Vignette Collection growing to 20 open and
35 pipeline hotels since its launch in 2022;
avid hotels adding nine openings and
22 signings, taking the estate to 76 hotels
open with a further 137 in the pipeline; and
the continued global expansion of Garner
since its launch in 2023 to 23 properties
open across the US, UK, Germany and Japan,
and a further 94 properties in the pipeline.
2025 priorities
Continue to invest and focus on our brands
in the largest markets and segments to deliver
strong net system size growth.
Extend the reach of the Holiday Inn Brand
Family in major markets.
Accelerate the expansion of avid hotels in
the US, and further scale Atwell Suites, Garner
and voco internationally.
Further strengthen our Luxury & Lifestyle offer 
and capabilities, including branded residences.
Our key performance indicators (KPIs)
Measures included are those
considered most relevant in assessing
the performance of the business and
relate to our growth and commitment
to 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.
Our KPIs are carefully selected to allow us
to monitor the delivery of our strategy and
long-term success. They are organised around
our strategy, which articulates our purpose,
ambition and priorities (see page 28). KPIs
are reviewed annually by senior management
to ensure continued alignment, and are included
in internal reporting and regularly monitored.
Net rooms supply
Net total number of rooms
in the IHG system.
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 30).
Signings
Gross total number of rooms
added to the IHG pipeline.
Continued signings secure the
future growth of our system and
ongoing efficiencies of scale.
Signings indicate our ability
to deliver sustained growth
(see page 30).
a. 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 103 to 108, and
reconciliations to IFRS figures, where they have been adjusted, are on pages 266 to 272.
Link between KPIs and
Director remuneration
As we continue to focus on delivering
high-quality growth, Directors’ remuneration
for 2024 was directly related to key aspects
of our strategy. The following indicates which
KPIs have impacted Directors’ remuneration:
For more information on Directors’ remuneration,
see pages 138 to 175.
Annual Performance Plan
70% was linked to operating profit
from reportable segments
a
.
15% was linked to strategic focus
on net system size growth
through openings.
15% was linked to strategic focus
on future net system size growth
through signings.
Long Term Incentive Plan
30% was linked to
Total Shareholder Return.
40% was linked to relative
net system size growth.
30% was linked to
cash flow generation.
Link to our strategy
Our four strategic priorities are core to
our success and represented as follows:
Relentless focus
on growth
Brands guests
and owners love
Leading
commercial
engine
Care for our people,
communities
and planet
A
LT
A
LT
A
2022
911,627
2021
880,327
2020
886,036
2023
946,203
2024
987,125
80,338
68,870
2020
56,146
2023
79,220
2024
106,242
2022
2021
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Growth in underlying fee revenues
a
Revenue from reportable
segments excluding revenue
from insurance activities,
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 23).
2023
17.5%
2024
6.7%
27.9%
2022
2024 status
RevPAR growth in 2024 was driven by both
rate and occupancy, as Groups, Business and
Leisure demand continued to strengthen.
Through 2024 we remained committed
to supporting our owners to optimise returns
as we:
generated incremental value for owners from
the up-sell of unique room attributes and
guest-stay extras through our industry-leading
Guest Reservation System;
lowered the standard loyalty assessment
fee owners pay into the System Fund
and increased certain Reward Night
reimbursements to improve owner economics;
rolled out the new cloud-based Revenue
Management System (RMS) to around 3,500
hotels which utilises leading data science
and forecasting tools to deliver advance
insights and recommendations to owners;
initiated work on next-generation PMS,
a cloud-based platform enabling deployment
of efficient enhancements;
continued to focus on design and build,
operation and renovation, including localised
supply chains in key growth markets for
Essentials and Suites brands and the rollout
of WeChat mobile commerce platform
for construction materials in Greater China;
improved enterprise contribution to 81%
in 2024, with strong growth across IHG mobile
app and other mobile channels that account
for two-thirds of all digital bookings;
strengthened our IHG Hotels & Resorts
masterbrand to further promote our portfolio
of brands;
increased the IHG One Rewards programme to
more than 145 million members, demonstrating
strong member engagement and driving
owner returns; and
secured new co-brand credit card agreements
in the US, creating more opportunities for
guests to engage with IHG One Rewards and
more value for our owners.
2025 priorities
Continue to evolve and utilise data-driven
insights to enhance owner returns and
enhance the guest experience.
Further utilise our Guest Reservation System
capabilities to generate more room up-sell
opportunities and also stay enhancements
through the cross-sell of non-room extras,
maximising revenue generation to owners
by leveraging the unique attributes of
their inventory.
Further scale and invest in IHG One Rewards
to support the growth and engagement of
loyalty members.
Continue to evolve quality, design and hotel
format innovation to optimise owner returns
and meet guest needs.
Increase contribution from IHG One Rewards
members by driving direct booking through
our mobile and digital channels.
Further rollout of the RMS, enabling data and
forecasting insights to owners and evolving
the revenue services offer.
Continue to deploy our next-generation PMS
to enable efficient enhancements.
Continue to grow the co-brand credit cards
programme in the US, and explore potential
for launch in other markets.
Global RevPAR growth
Revenue per available room:
rooms revenue divided by the
number of available rooms.
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 18). Definition o
f this
key performance measure can
be found on page 103.
a. 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 103 to 108, and
reconciliations to IFRS figures, where they have been adjusted, are on pages 266 to 272.
Total gross revenue from
hotels in IHG’s system
Total rooms revenue from
franchised hotels and total
hotel revenue from managed,
exclusive partner and 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 23). Definition o
f this
key performance measure can
be found on page 103.
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 One 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 34).
2022 36.6%
2021
46.0%
2020
2023
16.1%
2024
3.0%
-52.5%
$25.8bn
$19.4bn
2020
$13.5bn
2023
$31.6bn
2024
$33.4bn
2022
2021
77%
74%
2020
72%
2023
79%
2024
81%
2022
2021
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39
Our key performance indicators
continued
Guest Love
IHG’s guest satisfaction
measurement indicator.
Guest satisfaction is fundamental
to our continued success and is a
key measure to monitor our ability
to deliver an experience that meets
and exceeds guests’ expectations
(see page 32 for details).
Employee engagement survey scores
c
Colleague HeartBeat
survey, completed by IHG
employees or colleagues
employed at owned, leased
or managed leased hotels
and managed hotels.
We measure employee
engagement to monitor risks
relating to talent (see page 48)
and to help us understand the
issues that are relevant to our
people as we build an inclusive
culture (see page 37).
2024 status
Guest satisfaction of 81.5% improved compared to the prior year,
reflecting increases in quality and investment in the guest experience.
Externally measured Guest Satisfaction Index achieved scores
over 100, outperforming our competitors, as we focus on
guest experience improvements.
Continued plans to ensure a consistent high-quality experience for
each of our brands, including improvements in food and beverage,
hotel condition and service.
2025 priorities
Continue to improve the guest experience and elevate brand
performance by prioritising quality and experience across areas
such as loyalty recognition, digital engagement, food and beverage,
service, public spaces and amenities.
Utilise strategies such as training programmes, data-driven insights,
improvement plans and renovations to minimise the number
of underperforming properties within the portfolio.
Incorporate GenAI to deliver actionable guest insights that drive
strategic decision-making and empower actions to enhance
the brand and hotel experience.
2024 status
Our score of 87% in 2024 is 9%pts higher than the external top
quartile benchmark.
We consistently achieved high engagement scores across our
Hotel and Corporate populations, demonstrating our ongoing
commitments to global colleague development and retention.
2025 priorities
Further drive effectiveness in our technology and processes
to improve speed of decision making and innovation.
Continue to foster our inclusive culture through leadership
development and colleague lifecycle activities.
Continued focus on our Luxury & Lifestyle and General Manager
capability and talent pipelines.
Expand our HR technology to service more of our hotel estate
and increase technology capabilities in our corporate offices.
Fee margin
a
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,
insurance activities and
exceptional items.
Our fee margin indicates the
profitability o
f our fee revenue and
the benefit o
f our asset-light business
model (see page 22).
2024 status
Fee margin increased by 1.9%pts to 61.2%, driven by strong
trading together with new and growing ancillary fee streams.
Around 1.3%pts was driven by operational leverage and a further
0.6%pts was from the sale of certain loyalty points, together
with certain other ancillary revenues, now being reported within
IHG’s results from reportable segments.
2025 priorities
Maintain our cost and efficiency focus.
Leverage technology applications and process enhancements
to achieve operational efficiencies.
Continue to reinvest in the business to drive growth and further
expand margin over the long term.
IHG® Academy
b
The number of participants
in our in-person IHG Academy
programmes and the number
of registered users on the
IHG Skills Builder platform.
Sustained or increased
participation in these areas
reflects our progress in
fostering
career-building opportunities and
strengthening engagement within
the communities we serve (refer
to page 58 for further analysis).
2024 status
Activated our refreshed IHG Academy offering within managed
and franchised hotels.
Continued to offer internships and work experience placements
across hotels and corporate functions.
Improved the user onboarding experience for our IHG Skills
Builder platform.
Increased our IHG Skills Builder registrations by more than 23,000.
2025 priorities
Continue to embed our refreshed IHG Academy offering in
our hotels and increase activation within their local communities.
Introduce updated tracking tool for hotels to capture internship
participation data.
Design, test and launch a virtual offering for our IHG
Discover programme.
2022
78.6%
2021
78.9%
2020
81.6%
2023
80.3%
2024
81.5%
8,909
16,577
2023
35,021
2024
43,285
2022
2021
2020 3,277
55.9%
2023
59.3%
2024
61.2%
2022
49.5%
2021
86%
85%
2023
87%
2024
87%
2022
2021
a. 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 103 to 108, and
reconciliations to IFRS figures, where they have been adjusted, are on pages 266 to 272.
b. 2021, 2022 and 2023 figures have been restated due to improvements in data collection and reporting.
c. The 2020 Colleague HeartBeat engagement index is not comparable to 2021 onwards. Due to the pandemic, employees in corporate offices and
reservation centres, and managed hotel general managers were invited to participate in a shortened survey.
40
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Annual Report and Form 20-F 2024
Greenhouse gas emissions
Total market-based GHG
emissions (measured in tonnes
of CO
2
e) across our corporate
offices, franchised estate,
owned, leased and managed
lease hotels. For further details
on our carbon footprint
methodology, please refer
to pages 75 to 76.
Our target is to achieve a 46%
reduction in absolute Scope 1, 2,
and Scope 3 (including energy
from FERA and franchised hotels)
GHG emissions by 2030, from
a 2019 baseline. This target is
validated by the Science Based
Targets initiative (SBTi).
2024 status
Our ongoing commitment to decarbonisation has driven an 11.5%
reduction in carbon emissions per available room and a 9.4% reduction
in energy per available room in 2024 compared to 2019.
However, the lack of a clean energy infrastructure in our markets,
alongside the opening of more hotels around the world, means that
total carbon emissions are up 7.2% since 2019. As a result, despite our
ongoing efforts, we are not on track to meet our 2030 target.
We remain dedicated to the actions we are taking to assist hotel owners
in reducing carbon emissions and while our programmes will require
time to scale, the actions we are taking today will improve operational
efficiency of IHG hotels and prepare us for accelerated decarbonisation
once market factors are more favourable.
2025 priorities
Continue implementing our decarbonisation roadmap focusing
on energy efficiency measures in the existing estate, transitioning
to renewable energy and developing new-build hotels operating
with very low or zero carbon emissions.
Using our global scale, we will continue to actively engage with external
stakeholders to support hotel owners to reduce operational costs,
boost revenue, and meet industry standards for sustainability, ultimately
benefiting both the industry and our communities.
Adjusted free cash
flow
a,b
Cash flow
from operating
activities excluding payments
of deferred or contingent
purchase consideration,
recyclable contract acquisition
costs, cash flows relating
to exceptional items, interest
receipts related to owner
loans and lease incentives,
less purchase of shares by
employee share trusts, gross
maintenance capital expenditure,
and lease payments, and
including finance lease income
relating to sub-leases, and any
payments or repayments related
to investments supporting the
Group’s insurance activities.
Adjusted free cash
flow
a
provides
funds to invest in the business,
sustainably grow the dividend and
return any surplus to shareholders
(see page 24). It is a key component
in measuring the ongoing viability
of our business (see page 109).
2024 status
Adjusted free cash
flow decreased by $182m to $655m as growth in
operating profit
from reportable segments
a
was offset by a decrease
in the System Fund and reimbursable result, increased contract
acquisition costs, and higher interest and tax payments.
2025 priorities
Continue to deliver strong conversion of adjusted earnings
a
into adjusted free cash
flow.
Timely management of capital deployment in line with
business priorities.
a. 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 103 to 108, and 
reconciliations to IFRS figures, where they have been adjusted, are on pages 266 to 272.
b. Re-presented to reflect the updated definition o
f adjusted free cash
flow (see pages 107 to 108)
.
LT
$615m
$589m
2020 $125m
2023
$837m
2024
$655m
2022
2021
5.6 tCO
2
e
5.4 tCO
2
e
2020
4.7 tCO
2
e
2019
6.1 tCO
2
e
2023
6.2 tCO
2
e
2024
6.5 tCO
2
e
2022
2021
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Information
Annual Report and Form 20-F 2024
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41
Our stakeholders
Shareholders and investors
Our ability to maintain strong relationships with shareholders and institutional investors is fundamental to our ability
to access capital markets and ensure IHG’s long-term success.
What impacted them in 2024
The impact of geopolitical unrest on the
hospitality sector in certain regions, which
could affect IHG’s trading performance
and financial results or influence its capital
allocation policy.
Executive remuneration policies, including
the potential use of discretion, alignment
with workforce pay and talent retention.
Environmental concerns and wider
sustainability issues.
CEO succession and Board composition.
Engagement
Regular roadshow investor meetings and
participation at investor conferences by
Executive Directors, senior leadership and
the Investor Relations team.
Extensive consultations between the Chair of
the Remuneration Committee and institutional
investors and proxy vote advisers.
Meetings with the Chair, IHG’s General
Counsel and the Investor Relations team
to discuss governance, sustainability and
workforce practices.
Outcomes
Continued investor confidence in IHG’s
performance, long-term viability and
leadership, as demonstrated through
feedback received and across AGM results.
Enhanced understanding of shareholder
and investor focus areas, including in relation
to remuneration policy and environmental,
social and governance matters.
Continued investor confidence in
the composition of IHG’s Board and
Executive Committee.
Guests
Our ability to offer a selection of brands that provide high-quality stay experiences, great value and loyalty rewards is key
to attracting and building trust with IHG’s guests, while continuing to drive commercial performance and revenue.
What impacted them in 2024
Increased travel demand and for access to
a broader range of locations and experiences.
Continued desire to book and stay seamlessly.
Rising cost of living.
Increased competitiveness amongst brands.
Interest in the social and sustainability profiles
of companies.
Engagement
Continued to team up with major events to
enable IHG One Rewards members to redeem
points in exchange for unique experiences.
Continued improvement of next-generation
mobile app.
Guest satisfaction surveys.
Grew brands in markets with strong
travel demand.
New public space and guest room designs.
Outcomes
Continuous improvement to IHG One Rewards
programme, providing more ways to earn
and redeem points.
Increased choice in growth markets,
including Greater China, India, Saudi Arabia,
Japan and Germany.
Introduced global partnership with Action
Against Hunger and EV charging points in
certain markets.
Hotel owners
IHG’s success relies on hotel owners investing in our brands. To remain attractive, we focus on the breadth of our brand
portfolio and the effectiveness of our IHG One Rewards loyalty programme and wider enterprise.
What impacted them in 2024
High operating costs, including energy,
food and beverage.
Labour shortages, supply chain challenges
and financial and operational constraints
caused by global macro-economic factors.
Ability to capture and drive high levels
of demand for their hotels.
Engagement
Direct meetings with CEO and Regional CEOs.
IHG Owners Association collaboration.
Owners and investors conferences.
Portfolio and individual hotel reviews covering
operational, strategic and industry trend updates.
Conferences, training, webinars, regular
newsletters and bulletins.
Hotel lifecycle and
finance team support.
Collaboration with governments and industry
to support owners’ businesses and sector
more broadly.
Outcomes
Continued focus on IHG One Rewards
loyalty programme.
Introduced brands to more high-growth markets.
Continued incorporating energy conservation
measures into brand standards to reduce utility bills.
Introduced or enhanced technology systems
to support owners in managing their
properties, revenue and guest reservations.
Procurement programmes to drive savings.
Next-generation formats for Holiday Inn,
Holiday Inn Express, Candlewood Suites
and Staybridge Suites.
Visit
owners.org
for further information about the IHG Owners Association.
See our Guest Love KPI on page 40 and how the Board had regard for guests as part of its consideration of strategic and operational matters
on pages 124 to 125.
See a description of our dividend policy on page 25, our KPIs on pages 38 to 41, key matters discussed by the Board on pages 124 and 125
and engagement with shareholders relating to Executive Director remuneration on page 171.
Visit
ihg.plc/investors
for more information.
Engaging and cultivating strong relationships with both internal
and external stakeholders is crucial for fostering collaboration,
driving innovation, and ensuring the long-term success and
sustainability of IHG.
See Brands Guest and Owners Love on pages 32 to 33.
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Annual Report and Form 20-F 2024
Suppliers
Responsible supplier relationships are vital for IHG in driving efficiency and e
ffectiveness throughout our supply chains.
What impacted them in 2024
Ongoing uncertainty and disruption
in supply chains.
Increased focus on sustainability and 
integrity within supply chains.
Increased consumer desire for sustainable 
goods and services.
Engagement
We commenced a supply chain engagement
exercise for two of our high-risk commodities
to learn more about transparency in the
supply chain. Surveys were distributed in 2024
and learnings will be addressed in 2025.
Through the Hospitality Alliance for
Responsible Procurement (HARP), we kick-
started a decarbonisation learning plan
for speci
fic suppliers, including a webinar
to help shortlisted suppliers build their
own decarbonisation strategies.
Outcomes
Identified alternative solutions with suppliers
where supply was impacted across our
corporate and hotel estate.
Remained agile by adjusting our approach
to goods and services sourced from
affected regions.
Increased collaboration opportunities with
sustainable suppliers and for sustainable
goods in alignment with our Journey to
Tomorrow ambitions.
People
Delivery of our purpose to provide True Hospitality for Good means upholding our Room for You promise and working in
a responsible way to cultivate IHG’s strong, global culture and respect for all stakeholders.
What impacted them in 2024
Economic uncertainty, geopolitical
climate and cost of living through higher
inflation levels.
Attraction and retention of hotel talent.
Increased technological expectations
of guests and colleagues, increased use
of AI and automation technologies.
Colleague expectations regarding hybrid
working, career development and
company culture.
Engagement
Shortened and simplified our corporate
onboarding programme in US, UK, Germany,
India and the Philippines, increasing speed
of onboarding.
Continued our Board-led ‘Voice of the
Employee’ feedback sessions with all
stakeholder groups.
Embedded the growth behaviours we
launched in 2024 into our people processes.
Outcomes
Delivered 2024 global merit process
and simplified our per
formance
management processes.
Increased focus on our general
manager pipeline.
Expanded our HR technology.
2024 employee engagement score of 87%,
with IHG named once again as a Mercer
Global Best Employer.
Communities
Our responsible business approach and the commitments we have made to create a better and more sustainable future
through our Journey to Tomorrow programme actively involve and support the communities in which we operate.
What impacted them in 2024
Access to business skills development
and local employment opportunities.
Challenges related to the cost of living
and food poverty, exacerbated by
geopolitical unrest.
The impacts of environmental challenges.
Natural disasters, including hurricanes
in the US and floods in Europe.
Engagement
Collaboration with local education providers
and community organisations, as part of
our focus on offering skills-building and
training opportunities.
Launch of our multi-year global partnership
with one of the world’s largest food NGOs,
Action Against Hunger.
Giving for Good month: a programme of
activities and employee volunteering days.
Partnering with organisations to strengthen
our efforts to prevent tra
fficking and
support survivors.
Outcomes
Over 43,000 people trained and upskilled
through our IHG Academy offerings in 2024.
Over two million lives improved through
community partnerships and programmes,
including Giving for Good month and our
partnership with Action Against Hunger.
Colleagues worked with over 1,450 charities
across events spanning 84 countries.
Responded to 27 natural disasters around
the world.
Further information about how the Board considered supply chain and procurement is on page 80, and our business relationships, including 
our statement of business relationships with suppliers, customers and others, is on page 278.
See our IHG Academy KPI on page 40, and Responsible Business Committee Report on pages 134 and 135.
See our employee engagement KPI on page 40, how the Board had regard for people in Board and remuneration decisions on pages 139, 142 to 143,
and 165 to 166, Voice of the Employee disclosure on page 135, and our statement on employee engagement on page 277.
Visit
ihgplc.com/responsible-business
for further information about our approach to responsible procurement.
Visit
ihgplc.com/responsible-business
for further information on our community commitments.
The company measures engagement effectiveness through KPIs,
performance, talent retention, surveys and adherence to policies.
It also considers external stakeholders’ views to enhance reputation
as well as commercial and social awareness.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
43
Our risk management
The delivery of IHG’s refreshed strategic objectives and overall
ambition requires us to continuously balance opportunities
for strategic advantage or efficiency with the need to remain
resilient and agile in the short and longer term.
How we define and review our
risk appetite and risk tolerance
How we identify, discuss
and escalate risks, including
emerging factors
Key accountabilities and activities
The Board, supported by the Audit Committee, Executive
Committee and delegated committees, is accountable for:
establishing a framework of prudent and effective
controls, that enable risks to be assessed and managed;
ongoing consideration of emerging and evolving
uncertainties across a wide range of topics
and timeframes;
reviewing the overall levels of risk within the business,
our resilience to individual and aggregated uncertainties
and implications for strategic decision-making;
evaluating our risk appetite and tolerance as part
of setting strategy and objectives, and cascading
this through:
our values and behaviours;
our Code of Conduct, delegations of authority
and other key global policies;
our goals and targets;
frequent leadership communications to guide
decisions and set priorities; and
reviewing policies, initiatives and learnings to
determine if they have operated within acceptable
risk tolerances where priorities have shifted or
additional actions were required to continuously
enhance our future resilience.
Key milestones and outcomes
Executive Committee and Board strategy meetings,
considering the level of risk we are willing to take
across our strategic priorities.
Refining and communicating our bold ambitions through
our strategic priorities and associated growth behaviours.
Periodic review of key global policies, including the
Delegation of Authority.
Dedicated Executive Sub-Committee to review
our risk financing and insurance strategy.
Annual mandatory Code of Conduct training
to all colleagues.
Key accountabilities and activities
Management teams across IHG are aware of the
challenges our current industry context creates, and risks
are identified, discussed and escalated through a variety
of steps across our decision-making calendar, including
specific interventions
facilitated by our global Risk and
Assurance team. In 2024 these have included:
portfolio risk reviews with the full Executive Committee;
deep dive discussions of each principal risk with
nominated Executive Committee sponsors;
regional and functional leadership risk conversations
on risk prioritisation and preparedness across their
area of the business;
ongoing engagement with first-line teams with day-to-
day responsibilities for identifying and managing risk
within key decisions, programmes and transactions,
and escalating where appropriate;
a principal risk survey gathering senior leader
opinions on changes in trends and velocity of our
principal risks and to capture emerging risk topics; and
targeted discussions of identi
fied emerging topics,
including generative AI, supply chain resilience and
climate-related factors, with external insight where
valuable. We think about emerging risks as:
new risks, or existing risks in a new context,
when the nature and value of the impact are
not yet known or understood; and
factors with an increasing impact and probability
over a longer time horizon.
Key milestones and outcomes
Review of
first-line risk profiles culminating in regional/
functional leadership team meetings facilitated by
the Risk and Assurance team.
Refreshed risk pro
files
for each principal risk,
considering trend indicators, reviewed with Executive
Committee sponsors.
Mid- and full-year Executive Committee principal
risk review, reported to the Board.
Pages 112 to 177 for 2024 focus activities
and its delegated committees.
Pages 28 to 37 for Our Strategy.
Pages 20 and 21 for more detailed discussion
of trends impacting our industry.
This section should be read together with the 2024 Board focus areas and activities and its delegated committees, and:
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IHG
Annual Report and Form 20-F 2024
How the Board obtains assurance
in our risk management and resilience
Key accountabilities and activities
Our governance arrangements enable the Board and its
delegated committees to receive insight and conclude
on the appropriateness of our risk management and
overall resilience during the year. These include:
risk and control considerations within presentations
from executive leadership on strategic delivery and
major programmes;
specific updates on matters potentially impacting
our overall resilience, including the conflict in the
Middle East, and our crisis management and business
continuity frameworks;
briefings on specific risk and control topics
from
key second-line teams, such as information security,
privacy, ethics and compliance, financial governance,
operational safety and security, loyalty and System
Fund controls;
review of our group insurance arrangements,
including cyber;
independent third-line internal audit reporting
on specific reviews, thematic observations on the
effectiveness of the risk management and internal
control framework, and trends from con
fidential
disclosure channel reporting and investigations; and
updates from Risk and Assurance and the external
auditors to the Audit Committee in relation to
corporate governance developments.
For further information on how the Board and senior
management obtain assurance in our risk management
and resilience see pages 112 to 177 which detail the
2024 focus areas and activities for the Board and
its delegated committees.
Key milestones and outcomes
The Board concludes on the effectiveness of IHG’s
risk management and internal control framework.
Annual assessment of Global Internal Audit.
Annual assessment of external Auditor.
Key accountabilities and activities
Managing risk isn’t one dimensional and management
teams across IHG apply many levers and routines to
anticipate, address and respond to uncertainty as they
drive to achieve business objectives.
To align across the many different operational and
functional teams, the Risk and Assurance team describe
our risk management and internal control framework
using a deliberately simple structure that can be applied 
to any principal risk area.
Culture
and leadership
Leadership
and accountability
Policy and standards
Target
and incentive
Comms
and training
Monitoring
and reporting
Indicators and
dashboards
Internal
and external
reporting
Processes
and controls
Risk assessments
for targeted
topics
Specific process
and control
routines
Specific
measurement
activities
Elements of the framework are subject to ongoing
review and adjustment by management teams,
supported by subject matter experts for key areas.
The Audit Committee reviews the ongoing effectiveness
of the risk management and internal control framework.
Key milestones and outcomes
Review of key controls for each principal risk
with relevant Executive Committee sponsors.
Consideration of preparedness and resilience to risk
with each of the Executive Committee members
leadership team.
The following pages describe illustrative examples
of our key controls, and we will be reviewing the
materiality of these controls in 2025.
How we integrate our risk
management and internal control
framework components within
our business processes
Our Risk Factors on pages 280 to 287.
Further detail on formal risk appetite and tolerance is provided in this report. For example,
our appetite for
financial risk is described in note 23 to the Group Financial Statements on
pages 236 to 240.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
45
Our principal risks and uncertainties
Realities for
2025–2027…
We are monitoring a range of external
and internal factors:
Macroeconomic pressures – recessionary,
inflationary and interest rate dynamics,
energy and other cost-of-living pressures.
Geopolitical volatility and conflict,
heightening cyber threats, supply chain
disruption, shifts in trade policy and
increased use of tariffs.
Onerous and increasing legislative or
regulatory and compliance developments
(including influenced by political shi
fts).
Uncertain central bank policies and
increasing development or financing
costs for owners.
Pace of digitalisation, including generative
AI developments, rapidly evolving
technology ecosystems, third-party
dependencies, cloud capabilities and
increasing regulations to new technologies
in particular generative AI.
Aggressive brand, loyalty and
partnership strategies from existing
and new competitors.
Intensifying expectations of growth and
scale, including in new markets, brands
and partnerships.
Labour and talent scarcity and costs,
including expectations for compensation.
Pressure on colleague wellbeing and
labour relations in certain markets.
Growing opportunities for operational
efficiency and e
ffectiveness, including
organisational models, and automation.
Continuing stakeholder interest
in environmental, social and
governance performance.
Frequency of climate-related
natural disasters.
…refreshed principal risks –
2025–2027
Our principal risks are articulated as
uncertainties that will often present
an opportunity and a threat at the
same time:
1
Guest preferences or loyalty for IHG
branded hotel experiences and channels
2
Owner preferences for, or ability
to invest in, our brands
3
Talent and capability attraction or retention
4
Data and information usage, storage,
security and transfer
5
Ethical and social expectations
6
Legal, regulatory and contractual
complexity or litigation exposures
7
Supply chain efficiency and resilience
(including corporate and hotel products
and services)
8
Operational resilience to incidents
or disruption or control breakdown
(including geopolitical, safety and security,
cybersecurity, fraud and health-related)
9
Our ability to deliver technological
or digital performance or innovation
(at scale, speed, etc.)
10 The impact of climate-related physical
and transition risks
We consider all principal risks
to be material in absolute terms.
Further detail for each risk is provided
on the following pages, which should
be read in conjunction with the Our 
Strategy and Our Stakeholders sections
of the report.
Like many companies, we continue to face a dynamic and
uncertain environment, which includes multiple factors from
outside IHG and other inherent execution risks relating to our
own internal initiatives.
Multiple factors have the potential to
affect the level of uncertainty in relation
to our principal risks. These risks are
materially unchanged and have been
used for structured engagement with
senior leaders.
Internal survey responses during 2024
indicated that each principal risk should
be viewed as trending upwards
in impact, likelihood and velocity.
The Risk and Assurance team reviews
with management teams whether
these trends and our existing levels of
preparedness create a need to evolve
our risk management and internal
control framework, refresh our resilience
plans to anticipate threats or position
ourselves to exploit opportunities.
This includes how leadership teams
allocate their attention and the level
of reporting visibility and assurance
that they may require in 2025.
…which affect
the level of
uncertainty
we face in
relation to…
46
IHG
Annual Report and Form 20-F 2024
Example factors discussed with
management to monitor trending
Future consumer travel preferences and
megatrends (including heightened
customer sensitivity to price).
Loyalty proposition, competitiveness and 
ability to deliver change (including at
property level through our business model).
Brand positioning relative to competitors,
as measured by social reviews and guest
preference indices.
Brand awareness and health, including for
our masterbrand and loyalty programmes.
Illustrative key controls
Culture and leadership:
Brand strategies and standards to define 
consistent guest experiences.
Defined accountabilities
for individual
brands and brand segmentations,
including IHG masterbrand and loyalty.
Targets for brand and loyalty performance.
Brand, service and loyalty colleague training
and educational resources.
Processes and controls:
Governance processes for the introduction
of brand standards, loyalty, technology,
and hotel projects.
Monitoring and reporting:
Quality evaluations at hotels and guest
surveys to measure guest experience.
Executive reporting on key guest-facing
metrics.
Guest preferences or loyalty for IHG branded hotel experiences and channels
Why this uncertainty is important
to the achievement of our strategic
objectives over the next 2–3 years
Our strategic objectives and growth ambitions 
mean we actively pursue opportunities for effective
investment to support our masterbrand, new
brands, loyalty programme, new Exclusive
Partners, Luxury & Lifestyle expansion plans
and digital platforms.
We also aim to carefully deliver on fundamental
expectations of our individual and corporate
guests, underpinning their trust in, and loyalty
for, our brands. For example, how we meet
increasing guest demands for personalisation,
for safety, or in relation to our response to
climate change and our brands’ impact on the
environment.
If we are unable to manage this uncertainty
effectively it could impact our competitive
positioning, our openings and signings ambitions
and our guests’ and owners’ trust in and preference
for our brands.
Executive Risk Sponsor
Global Chief Commercial and Marketing Officer
Link to
strategy
Examples of how the Board obtained assurance on our risk management and resilience in 2024
Reviews of brand category and
masterbrand awareness, loyalty, co-brand
and responsible business strategies.
Review of competitor activity analysis.
Review of new brand and partnership
projects.
The Internal Audit plan included
independent assurance on monitoring
arrangements for brand standards and
new hotel performance compliance and
data transmissions for key loyalty channels.
Examples of how the Board obtained assurance on our risk management and resilience in 2024
Priority market updates from regional
CEOs.
Review of new brand, partnership and
key owner-facing technology initiatives.
Review of System Fund and loyalty
programme changes.
Review of energy, water and waste
strategies.
The Internal Audit plan included
independent assurance on governance
for the Low Carbon Pioneers programme
and data integrity for key owner metrics.
For further information on why hotel
owners choose to work with IHG
see page 27.
Example factors discussed with
management to monitor trending
Owner financial capacity (current and
future), including continuing the impact
of macroeconomic uncertainties.
Preference for and con
fidence in IHG’s
enterprise platforms.
IHG’s ability to drive bottom line returns
and preference for existing and potential
owners, relative to competition.
Overall owner advocacy and relationship
strength, gathered through feedback
from owners.
Illustrative key controls
Culture and leadership:
IHG masterbrand, loyalty and individual
brand strategies.
Governance structures and leadership
responsibilities to monitor owner returns
and support owner finance.
Colleague training on drivers of loyalty
and owner returns.
Processes and controls:
Specific projects
focused on owner returns
(including sustainability, procurement,
hotel technology, learning).
Brand development processes with
ROI targets.
Compliance processes, including Guest
Love and quality evaluations.
Monitoring and reporting:
Regular tracking of cost to build, open 
and operate hotels.
Key Executive Committee metrics on Growth
and Enterprise, and Loyalty contribution.
Tracking of external data and competitor
analysis.
Measurement of ongoing performance
and strategy delivery.
Owner preferences for, or ability to invest in, our brands
Why this uncertainty is important
to the achievement of our strategic
objectives over the next 2–3 years
Our growth ambitions require us to take
calculated risks to attract owners while
continuing to drive returns for our existing
and potential owners.
Continuing macroeconomic uncertainty and
inflation create significant pressures on owners’
financial capacity that must be considered care
fully
as we pursue opportunities to drive brand
preference and focus on relentless growth.
These opportunities need to be balanced with the
risks associated with increasingly complex deal
structures, new strategic relationships, expansion
into new markets and a need to risk our own capital
to pursue inorganic growth or to incentivise deals
in key locations for key brands. We also recognise
our responsibilities as a franchisor and manager
of our brands.
If we fail to respond effectively to this risk, we will 
lose competitiveness and may not realise the
opportunities to grow our brand footprint.
Executive Risk Sponsor
Global Chief Commercial and Marketing Officer
Regional CEOs
Link to
strategy
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
47
Our principal risks and uncertainties
continued
Example factors discussed with
management to monitor trending
The competitiveness and attractiveness
of our recruitment, learning and talent
development offer within the hospitality
market as well as alternative industries.
The health of our internal talent and
succession pipeline and development
pathways, including the impact of
expectations of productivity, agility
and performance.
Key talent engagement and turnover.
External macro factors, including evolving
expectations on inclusion in the workplace,
labour practices, our operational practices
and remuneration structures, and potential
for political and regulatory volatility.
Illustrative key controls
Culture and leadership:
Employer brand strategies and policies.
Defined accountabilities and steering
structures for key talent leadership topics,
including leadership boards and employee
resource groups.
Short- and long-term incentive programmes,
incorporating specific incentives
for
key teams, colleague travel benefits.
Training and education resources on
people leadership and management,
including employer branding, supported
by external expertise and insight.
Processes and controls:
Global annual talent and performance
cadence, including talent forums and
supporting technology.
Compensation and benefits benchmarking,
including executive remuneration.
Specific recruitment/hiring processes,
onboarding and offboarding processes,
internship programmes.
Monitoring and reporting:
Ongoing Executive Committee tracking
of performance and culture and key
people metrics.
Talent and capability attraction or retention
Why this uncertainty is important
to the achievement of our strategic
objectives over the next 2–3 years
Our growth ambitions are dependent on high-
quality talent across our hotels, reservations offices
and corporate functions.
We continue to face a competitive market and
uncertainties in relation to the availability,
recruitment and retention of sufficient quality,
quantity and breadth of talent.
We need to balance our responsibilities and
commitments to our colleagues’ development
and wellbeing, whilst maintaining productivity,
collaboration and appropriate labour relations,
in an environment of highly pressurised growth
and growing stakeholder expectations of
transparency and disclosure.
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 businesses.
If we do not anticipate and respond appropriately
to this uncertainty, it could impact our ability to
operate and grow hotels, the effectiveness and
efficiency of our key corporate functions and
executive leadership, and it could heighten risks
of exposure to non-compliance or litigation.
Executive Risk Sponsor
Chief Human Resources Officer
Link to
strategy
Examples of how the Board obtained assurance on our risk management and resilience in 2024
Review of Executive Committee talent
and succession pipeline.
Review of remuneration and incentive
strategies and policies.
Review of Voice of the Employee
feedback.
Review of Journey to Tomorrow
people targets.
The Internal Audit plan included
independent assurance on foundational
controls for key people systems following
a major transition.
For further information see
Our People pages 53 to 57.
Example factors discussed with
management to monitor trending
Expectations for personalisation,
commercialisation and monetisation of
data in support of commercial performance.
Data infrastructure complexity, including
relationships with third-party cloud providers,
loyalty/customer platforms and hotel
systems.
Cybersecurity threats and trends, including
agile threat actors and fraudsters, and
growing use of AI tools to perpetrate attacks.
Developments in regulatory complexity
and enforcement, including privacy
laws in certain territories and growing
expectations for data integrity.
Illustrative key controls
Culture and leadership:
Information governance operating framework.
Policies for information security, handling
personal data including requirements
relating to AI.
Colleague awareness campaigns on phishing
and general security education and testing.
Centralised expertise for information
security, privacy and governance.
Processes and controls:
Privacy and information security risk
assessments and horizon scanning.
IHG privacy framework, including privacy 
impact assessment process.
Third-party risk management programme 
to monitor potential breaches with
critical vendors.
Monitoring and reporting:
Sarbanes-Oxley Act 2002 (SOX) compliance
testing of key data controls.
Management monitoring of information
security issues and privacy programme
development.
Independent assessments of key controls for
payment cardholder data and international
money and security transfers.
Data and information usage, storage, security and transfer
Why this uncertainty is important
to the achievement of our strategic
objectives over the next 2–3 years
Our ambitions require us to use data as a strategic
asset – to drive revenue and marketing efficiency,
improve and personalise the customer experience,
grow loyalty and empower decisions.
There are opportunities and efficiencies available
from cloud-based capabilities, and storage
and technology advancements and innovation,
including AI.
These opportunities are consciously balanced
with our responsibilities to manage large volumes
of data safely and responsibly, across increasingly
complex data flows, business partnerships,
applications and platforms.
If we fail to respond to this risk effectively, we face
operational, financial, and reputational impacts to
the range of high-value assets we are responsible
for, or we may miss chances to capitalise on the
opportunities that effective use of data can bring.
In addition, if the data we use is not accurate,
this may impair decision-making and/or lead to
lack of trust or satisfaction by our stakeholders.
Executive Risk Sponsor
Global Chief Product and Technology Officer
Global Chief Commercial and Marketing Officer
Executive Vice President General Counsel
and Company Secretary
Link to
strategy
Examples of how the Board obtained assurance on our risk management and resilience in 2024
Presentations from the Chief Information
Security Officer on cyber risks and
management strategies.
Review of data privacy programmes.
Updates on cyber insurance renewal
strategy.
The Internal Audit plan included several
independent reviews of foundational
controls relating to access and asset
management, data governance and loss
prevention, and cloud provider security.
48
IHG
Annual Report and Form 20-F 2024
Example factors discussed with
management to monitor trending
Interest in our ethical and social
performance from the media and investors.
External stakeholder expectations for IHG
to manage and drive ethical and responsible
business through our supply chains and
across our wider business, including our
franchised properties.
Industry benchmarking, noting the
challenging operating environment in
many markets to build brands while also
considering stakeholder responsibilities.
Corporate account interest in travel and
hospitality ethical and social performance.
Colleague perceptions of our performance.
Illustrative key controls
Culture and leadership:
IHG Code of Conduct supported by
individual policies and brand standards
on ethical and social topics.
Formal IHG position statements including
Modern Slavery statement and Approach
to Tax.
Defined accountabilities
for key responsible
business topic steering and oversight.
Journey to Tomorrow goals, community
strategy, partnerships, and engagement
in cross-industry groups.
Mandatory and support training on
responsible business topics.
Processes and controls:
Periodic risk assessments (anti-bribery,
human rights, new country entry)
Owner/supplier due diligence processes.
Responsible labour requirements for hotels.
Monitoring and reporting:
Executive tracking of human rights
performance, responsible procurement
metrics and confidential disclosure
channel reporting trends.
Tracking of Code of Conduct training
levels for key leaders.
Ethical and social expectations
Examples of how the Board obtained assurance on our risk management and resilience in 2024
Review of Code of Conduct
Updates on strategies for ethics
and compliance, community
partnerships, human rights and
responsible procurement supported by
external perspectives.
The Internal Audit team maintained
oversight of the con
fidential reporting
hotline and supported independent
investigations where required.
For further information see our Being a
responsible business pages 52 to 59.
Why this uncertainty is important
to the achievement of our strategic
objectives over the next 2–3 years
As IHG operates in more than 100 countries and
continues to explore new growth opportunities,
we are continually exposed to evolving
expectations from our stakeholders (including our
owners, colleagues, guests, investors, workers
in our supply chains, and our local communities)
in relation to ethical and responsible business
conduct across our wider business and supply
chain, extending beyond compliance with laws.
We are committed to monitoring, reinforcing,
and communicating the continued effectiveness of
our human rights approach, our social responsibility
and environmental performance.
If we fail to effectively respond to this risk, it has the
potential to impact our performance and growth in
key markets as well as cause reputational damage.
Executive Risk Sponsor
Executive Vice President General Counsel
and Company Secretary
Executive Vice President Global
Corporate Affairs
Chief Human Resources Officer
Link to
strategy
Example factors discussed with
management to monitor trending
The scope and maturity of regulation,
including ongoing legislative changes
impacting our franchise relationships with
hotel owners, our interactions with our
suppliers, our responsibilities to consumers
and to colleagues and generative AI.
The frequency and severity of regulatory
enforcement, which can vary considerably
between territories, and which is subject
to political influence. This includes ongoing
use of sanctions and countermeasures as
foreign policy tools.
The rapid evolution of litigation and class
action lawsuits, including the impact of
external funding for lawsuits increasing
costs and claim volumes.
Illustrative key controls
Culture and leadership:
IHG Code of Conduct supported by
individual policies on regulatory matters
(anti-bribery, sanctions, antitrust, etc.) and an
overarching policy governance framework.
Defined accountabilities, steering and
oversight for information governance,
safety, privacy, regulatory compliance.
Education and training resources for
first-line colleagues on key legal, regulatory,
and contractual requirements.
Processes and controls:
Risk assessments on specific regulatory
matters.
Specific control processes, including
third-party due diligence, franchise
disclosure, new country entry, sanctions
monitoring, HR procedures and entity
management.
Compliance programmes for key regulatory 
requirements such as safety, anti-bribery,
anti-trust, privacy.
Monitoring and reporting:
Executive-level reporting on operational
safety and security, privacy, ethics and
compliance, human rights trends and
litigation matters.
Corporate governance and regulatory 
developments updates.
Legal, regulatory and contractual complexity or litigation exposures
Why this uncertainty is important
to the achievement of our strategic
objectives over the next 2–3 years
The global business regulatory and contractual
environment continues to evolve rapidly,
adding complexity and uncertainty.
Our business ambitions and strategy consciously
expose us to these trends, reflecting the
complexity of our global operations across
multiple jurisdictions, our business relationships
and models, and where we target growth or
digital innovation.
Factors to consider include the nature of our
franchise relationships with hotel owners, our
interactions with our suppliers (including major
technology partners), and our stakeholder
responsibilities. We consider such exposures
carefully as part of our decision-making, drawing
on an extensive network of legal advisers.
We recognise that failure to address this risk 
effectively, and non-compliance or inadequate
compliance, could expose us to regulatory 
breaches, significant monetary and non-monetary
penalties, adverse litigation and associated
reputational harm which could impact confidence
in the IHG brand and our ability to perform in
key markets.
Executive Risk Sponsor
Executive Vice President General Counsel
and Company Secretary
Link to
strategy
Examples of how the Board obtained assurance on our risk management and resilience in 2024
Review of corporate governance,
regulatory and corporate affairs
developments (including external advice).
Specific updates on regulatory topics
including privacy, tax, fraud, franchise law
and litigation.
The Internal Audit plan included
independent assurance on arrangements
for horizon scanning for incoming laws
and project governance as teams prepare
for new regulatory requirements.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
49
Our principal risks and uncertainties
continued
Example factors discussed with
management to monitor trending
The complexity of our corporate supply
chain (including partners we work with,
marketing investments we make and
outsourced services).
External geopolitical, economic and
environmental instability, including trade
and other government policies.
Economic or financial downturns, impacting
commodity pricing (for example, energy,
food and beverages, labour) and in
flation.
Legislative, regulatory, and code changes,
including demands for transparency and
due diligence across global supply chains.
The complexity and competitiveness of
the hotel supply chain, including how we
support procurement across global markets.
Illustrative key controls
Culture and leadership:
Key policies and delegated authorities to
structure how we engage with suppliers
(for example, capital expenditure controls,
policies for procurement, information
security, supplier conduct, supported
by training resources).
Dedicated cross-business forum to review
supply chain risk and control matters.
Processes and controls:
Supplier financial risk ratings, due diligence
assessments and certifications, and
onboarding and offboarding processes.
Responsible procurement risk assessment
and roadmaps.
Monitoring and reporting:
Tracking of service level agreements,
regular meetings and executive status
updates for strategic suppliers.
Tracking of supplier code acceptance and
monitoring of adverse supplier practices.
Tracking of responsible procurement and
third-party information security indicators.
Supply chain efficiency and resilience (including corporate and hotel products and services)
Examples of how the Board obtained assurance on our risk management and resilience in 2024
Presentations on efficiency and
effectiveness initiatives throughout
the year.
Supply chain risk considerations within
market updates from regional CEOs.
Review of speci
fic major supplier
contracts.
The Internal Audit plan included
independent assurance on project
governance during a major supply
chain system transition and monitoring
of procurement policy compliance in
a key market.
For our approach to Responsible
Procurement see page 80.
Why this uncertainty is important
to the achievement of our strategic
objectives over the next 2–3 years
Macroeconomic uncertainties continue to impact
corporate and hotel supply chains. Supporting
our owners to source cost-efficient products
or services and to safeguard supply chains can
offer competitive opportunity and resilience.
Moreover, in an increasingly interconnected world,
our strategic ambitions require us to work closely
with a wide range of third parties to access
capabilities and innovation, and to access scale
efficiencies in our corporate spending.
We need to balance these opportunities with
potential exposures to IHG, increasing demands for
transparency, and important data responsibilities
as we work with a complex range of third-party
technology suppliers.
Failure to respond to this risk may impact hotel
opening and performance, commercial channels,
and margins for our owners, as well as IHG’s
financial per
formance and reputation.
Executive Risk Sponsor
Chief Financial Officer
Chief Product and Technology Officer
Executive Vice President General Counsel
and Company Secretary
Link to
strategy
Example factors discussed with
management to monitor trending
Increasing internal and external threat levels 
linked to uncertain geopolitics, cyber crime
and fraud, insider threats, natural catastrophes
and extreme weather events.
Potential for human-related failures such
as control breakdowns resulting from
organisational changes and fatigue.
Exposure to system and infrastructure
failures, with inherent stresses due to the
complexity and age of key infrastructure
and evolving supplier and data ecosystem.
Heightened stakeholder expectations
of how IHG responds to disruption,
including new notification requirements
in key territories.
Illustrative key controls
Culture and leadership:
Centralised expertise in resilience, safety
and security, threat management, and
information security, complemented
by cross-business oversight of
financial
control and fraud risk management.
Refreshed crisis management framework,
including a network of trained crisis
duty directors, escalation parameters
and third-party expertise on call.
Targeted awareness campaigns for
potential threats (for example, phishing).
Processes and controls:
Ongoing management risk assessments
in executive leadership teams, supported
by intelligence assessments for
geopolitical events.
Contractual provisions (for example,
specific language on in
formation security,
crisis management, insurance
requirements).
Specific preventative controls,
including privileged access reviews.
Business continuity and disaster recovery
planning for key processes and services.
Monitoring and reporting:
Periodic external benchmarking of
programme maturity (safety, cyber,
threat management).
Compliance reporting to senior management.
Ongoing control monitoring – including
SOX testing (financial, IT controls).
Operational resilience to incidents or disruption or control breakdown
(including geopolitical, safety and security, cybersecurity, fraud and health-related)
Examples of how the Board obtained assurance on our risk management and resilience in 2024
Reporting on operational safety and
security, serious incidents and threats,
financial control and governance,
fraud
risk management and cyber security.
PwC assurance on SOC1 control reports.
Specific updates on Middle East conflict.
The Internal Audit plan included
independent assurance on change
management controls for key hotel
security measures and governance of
important finance process improvements.
Why this uncertainty is important
to the achievement of our strategic
objectives over the next 2–3 years
In a high-growth, fast-paced and complex global 
business, we depend upon the overall resilience
of key processes, infrastructure and relationships.
We recognise that we need to consider and
prepare for uncertainties across our operations,
including fire, li
fe safety and security threats,
geopolitical volatility, health-related concerns
and natural disasters.
We also need to anticipate potential disruption to
technology and information security from external
threats and operational breakdown and potential
breakdowns in our financial management and
control systems, including the risk of fraudulent
behaviour, which may be heightened in the current
economic environment.
Building resilience supports long-term viability
and enables us to take advantage of opportunities.
Failure to respond effectively could impact
reputation, lead to financial loss and claims and
undermine stakeholder confidence in our brands.
Executive Risk Sponsor
Executive Vice President General Counsel
and Company Secretary
Chief Financial Officer
Chief Product and Technology Officer
Regional CEOs
Link to
strategy
50
IHG
Annual Report and Form 20-F 2024
Example factors discussed with
management to monitor trending
The current state of our foundational
technology infrastructure and applications
in order to position ourselves for fast
progress with innovation.
Talent and capabilities, working with thought
leaders, and collaborating with key suppliers
and partners to ensure that we have
competitive capabilities, knowledge
and insights as stakeholder needs and
preferences evolve rapidly and as partnering
with a range of major tech suppliers on
generative AI developments increases.
Our ability to execute and govern a
programme of signi
ficant multi-year
investments, particularly where we are
increasingly reliant on third parties.
Illustrative key controls
Culture and leadership:
Refreshed Product and Technology
leadership team during 2024.
Accountabilities for product ownership
across website, app, loyalty platforms,
supported by development teams.
Defined leadership accountability
for
technology innovation, closely aligned with
technology architecture responsibilities.
External networking and thought leadership,
including engagement with educational
institutions and consultants.
Generative AI Steering Committee
Processes and controls:
Formalised change management
processes, including roadmaps for
phased rollout of technology initiatives.
Defined generative AI governance
processes.
Monitoring and reporting:
Executive-level monitoring of current
programme execution.
Tracking of technology debt.
Our ability to deliver technological or digital performance or innovation (at scale, speed, etc.)
Why this uncertainty is important
to the achievement of our strategic
objectives over the next 2–3 years
We are pursuing a high-paced, multi-year roadmap
of investments to enhance our technology,
developing our own talent and working with a
wide range of suppliers, partners and academic
institutions to leverage their insights, while the
pace of innovation and competition in digital
behaviours in the hospitality industry and wider
society continues to accelerate rapidly.
In doing this, we will consciously expose ourselves
to uncertainty. This involves applying machine
learning, AI and generative AI to enhance and
personalise guest experiences, marketing and
analytics and to improve effectiveness and
efficiency, including in-hotel operations.
We will need to maintain the right balance between
disruptive and incremental innovation, while
maintaining the performance of our foundational
technology platforms and channels.
If we fail to address this risk, we may not capitalise
on opportunities to maintain or increase guest
and owner preferences for IHG and its brands
and/or reduce our resilience.
Executive Risk Sponsor
Chief Product and Technology Officer
Global Chief Commercial and Marketing Officer
Link to
strategy
Examples of how the Board obtained assurance on our risk management and resilience in 2024
Review of product and technology
strategies and key initiative rollout
updates.
Review of cybersecurity status and risks.
Updates on technology rollout to support
data across our global estate.
The Internal Audit plan included several
independent reviews of technology
programmes relating to new applications,
cloud arrangements and procurement of
Artificial Intelligence capabilities.
Example factors discussed with
management to monitor trending
Evolving regulatory and fiscal interventions,
including reporting requirements on
corporates.
Expectations of investors and ratings
agencies changes.
Cost implications for owners, for example,
to build, convert and renovate hotel assets.
Corporate client preferences and whether
climate considerations influence travel
and spending decisions.
Exposure to acute and chronic physical
risks for our open and pipeline hotels over
the short, medium and longer term.
Illustrative key controls
Culture and leadership:
Definition o
f planet related goals and
programmes within overall strategy.
Industry and stakeholder engagement
on key topics including industry standards
and financial incentives.
Steering Committee accountabilities for
Journey to Tomorrow and decarbonisation.
Processes and controls:
Periodic external assessment support
for physical and transition risks.
Energy reduction processes and resources
(including brand standards and e-learning)
to help mitigate cost risks for owners.
Monitoring and reporting:
Hotel energy use reporting via IHG
Green Engage tool.
Executive tracking of TCFD metrics.
The impact of climate-related physical and transition risks
Why this uncertainty is important
to the achievement of our strategic
objectives over the next 2–3 years
Climate change presents a range of physical
and transition risks for IHG and the wider
hospitality sector.
Our TCFD assessment details both physical and
transition risks to IHG, and we will continue to
assess the aggregate impact of climate change
on our wider stakeholders, including incremental
costs for our third-party hotel owners.
Our business model means that we share these
uncertainties with the owners of hotels carrying
IHG’s brands, and we are reliant on their continued
appetite and capacity to invest in hotels as
profitable assets in the short and long term.
The potential impact of climate change-related
uncertainties is an integral part of other principal
risks; however, if we fail to react to physical and
transition risks effectively overall, or to position
ourselves to capitalise on opportunities that
the low-carbon transition may bring, then this
has the potential to impact IHG’s reputation,
performance and growth in key markets.
Executive Risk Sponsor
Chief Financial Officer
Executive Vice President Global
Corporate Affairs
Link to
strategy
Examples of how the Board obtained assurance on our risk management and resilience in 2024
Review of TCFD disclosures and the
embedding of climate considerations
in strategy, governance, risk management
and performance management,
supported by external expertise.
Review of climate data, reporting and
assurance strategies.
The Internal Audit plan included
ongoing independent assurance on
management progress with energy
data estimation methodologies.
For further information see
Our planet pages 60 to 76.
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51
Our people
Champion an
inclusive culture
where everyone
can thrive
Communities
Improve the
lives of 30 million
people in our
communities around
the world
Carbon
and energy
Reduce our
energy use and
carbon emissions
in line with
climate science
Waste
Pioneer the
transformation
to a minimal
waste hospitality
industry
Water
Conserve water
and help secure
water access
in those areas
at greatest risk
Being a responsible business
Our 10-year responsible business plan
Aligned to our purpose of
True Hospitality for Good and
building on years of important
progress, Journey to Tomorrow
puts IHG on a longer-term path to
positive change for our people,
communities and planet.
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.
Empower our people to help shape the future of responsible travel
Our planet
52
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Our people
Our 2030 commitments
2024 highlights
87%
Sustained employee engagement
87% (2024). A Mercer Global
Best Employer
Top 10
Ranking 8th on Financial Times
Europe’s Diversity Leaders 2024 list;
recognised as a top company for
women by Forbes
Creating our high-
performance culture
The growth behaviours we introduced
at the beginning of 2024 (ambitious,
dedicated, caring and courageous)
now form the basis of our evolving
culture. These will inform how we attract,
select, onboard, develop and reward
our colleagues, and we use them to
drive increased performance. In 2024
we have looked at areas that enable
our colleagues to perform at their best,
including:
increasing levels of collaboration
by updating our approach to
hybrid working and encouraging
colleagues to prioritise face-to-face
time, while still maintaining flexibility;
increasing our effectiveness
in performance management,
replacing quarterly check-ins with
frequent one-to-one performance
conversations that review priorities
and provide actionable feedback; and
continuing to develop our approach
to reward and recognition to attract,
retain, motivate and engage top talent,
supported by robust governance that
ensures fairness and consistency
across our global population.
Fair pay is very important to us and
is reflected in our 2024 UK Gender
Pay Gap measure, which has
continued its downward trajectory,
with the improvement in median
gap in 2024 standing at 13.8%
versus 15.9% in 2023.
Beyond pay, we place great
importance on our colleagues’
health and wellbeing. This year
we enhanced our Employee Room
Benefit Programme, which gives
colleagues more opportunities
to stay at our properties at reduced
rates and enjoy their leisure time,
whilst driving brand loyalty. In the
Philippines we proudly extended
our healthcare offer to allow single
colleagues to cover dependent
parents, reducing the burden of
costly healthcare for many people,
and in Singapore we have extended
health cover to ensure that both
locals and expatriates have the
same access to private healthcare.
– Drive gender balance and a doubling of under-represented groups
across our leadership.
– Cultivate an inclusive culture for our colleagues, owners and suppliers.
– Support all colleagues to prioritise their wellbeing and the wellbeing
of others.
– Drive respect for and advance human rights.
Contributing
to the following
UN Sustainable
Development
Goals (SDGs)
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53
Being a responsible business
continued
Our people
continued
Attracting, engaging and
developing our talent
Our approach to talent attraction
We are committed to attracting and
retaining a skilled and broad workforce
that fosters IHG’s distinct culture across
our global business. Our investments
in technology have enhanced our
recruitment capability, broadening
our reach. This year we launched our
Metaverse, which provides candidates
with the ability to immerse themselves
in our IHG experience through virtual
events and interactive sessions.
The IHG Academy Talent Attraction
Programme remains committed to
supporting hotels in future-proo
fing
their frontline hiring needs by providing
a comprehensive suite of career
preparation resources, including
career workshops, free online learning
modules, and hands-on, in-person
experiences. In 2024, IHG Academy
attracted more than 43,000 participants
(over 8,000 more compared to 2023).
We have evolved our IHG Careers
website to improve user engagement,
generating 5.6 million visitors in 2024,
and amplified our social presence,
garnering more than 11.3 million
views of our employer brand globally
during the year.
We have enhanced our candidate
journey and have introduced a
platform with conversational AI that
engages talent beyond vacancies.
Already launched to Early Careers,
this platform will expand to support
all GM and corporate opportunities,
inviting a wider audience to explore
a career at IHG.
Employee engagement survey
In our 2024 survey, our overall employee
engagement stood at 87%, unchanged
from last year, which once again saw
IHG accredited as a Mercer Global Best
Employer. The survey also highlighted
areas of strength and where we can go
even further. We have actions plans in
place to further enable rapid and high-
quality decision making.
Building hotel talent
GMs are critical to the success of every
hotel, delivering the brand promise and
driving performance of the business
every day. As a result, finding and
retaining high-performing GMs is top
of mind for our owners. To this end, we
have strengthened our GM pipeline
through various programmes, led by
our accelerated talent programme
Journey to GM. Delivering one cohort
per year over four years, this programme
has resulted in a talent pipeline of
195 hotel executives to support our
growing properties, translating to more
than 40% of GM placements in 2024
from graduates of this programme.
Our RISE programme, which began
in 2018, continues to be another
avenue for growing our GM pipeline,
developing female leadership for
our hotels and promoting careers at
IHG. Since its inception, more than
300 women have graduated, and
in 2024 we had 134 participants
join our programme.
Room to Grow
Our employer brand includes our Room
for You commitment, which is made
up of three promises to support our
people throughout their careers by
giving them Room to Belong, Room to
Grow and Room to Make a Difference.
Our Room to Grow offering for our
corporate colleagues has continued to
evolve, with the focus being on how we
encourage and support more effective
career conversations. As part of this
we have expanded our development
resources, and these are now easily
accessed through our newly launched
internal careers microsite. We also
hosted a Room to Grow Week for
our corporate colleagues, supported
through our partnership with Amazing If.
The events in the week were attended
live by more than 2,600 colleagues
and were designed to bring to life
resources available to help them plan
their development.
Special guest, Penny, being
welcomed by the doorman at
Holiday Inn Kensington.
54
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Annual Report and Form 20-F 2024
We have also scaled our corporate
onboarding platform (initially piloted
in 2023 in four locations) to be available
in most of our corporate offices.
Further enhancements have included
reducing the onboarding time from 100
days to 30 days to quickly help set new
colleagues up for success and provide
simple, effective guidance for managers,
so they are ready to support their new
team members from day one.
Investing in our learning
and development
In 2024, IHG University marked
its first anniversary o
f enhancing
our learning offer for owners, hotels,
and corporate colleagues.
Through collaboration with owner
representatives, we have strengthened
our owner learning solutions in critical
areas such as financing, construction
and pre-opening, all designed to
empower owners to optimise asset
performance, maximise their return
on investment and build understanding
of effective partnering with IHG.
In hotels, we have simplified the
user experience, making it easier for
learners to navigate our extensive
learning solutions by introducing both
new and streamlined guidance on
learning standards organised by role.
We enhanced learning technology
to offer tracked On-the-Job Training,
and provided direct access to hotel
learning consumption data through
IHG reporting.
We have also expanded access to our
learning offer through a new mobile app,
providing learners an alternative way
to consume content.
Through our partnership with Skillsoft,
we’ve seen an increase of more than
160% in consumption of IHG University
content year-on-year for colleagues
on property and above property
around the world; 50% of that learning
is accessed in non-English languages.
We also advanced the implementation of
our Executive Development Programme,
Leading for Growth, with 99% of IHG’s
Vice Presidents and above participating.
This initiative encouraged senior leaders
to reflect on their current leadership
practices while exploring avenues
for future growth and development,
ultimately enhancing their ability to
lead teams and navigate the external
landscape.
Creating an inclusive culture
where everyone can thrive
Creating a culture where everyone
feels valued and able to thrive is
fundamental to our ability to attract,
develop and retain a broad range of
talent with different experiences and
backgrounds. This culture is supported
by our Room for You promise, as well
as our Global and Regional leadership
boards, whose members meet several
times a year to shape our priorities,
monitor progress and ensure that we
ful
fill our commitment to creating
an environment where all of our
employees can develop and thrive.
Recognising that each of our markets
is unique, the boards work closely
with regional teams to ensure that we
drive development of our employees
at the local level. Our culture has
been an important thread across our
business strategy for many years and
is underpinned by our inclusion policy,
which reflects the global nature o
f our
business (
https://www.ihgplc.com/~/
media/Files/I/Ihg-Plc/responsible-
business/global-diversity-and-
inclusion-policy-statement.pdf
).
Insights from our Colleague HeartBeat
engagement survey’s Inclusion Index
are also among the ways we are tracking
our culture. In 2024, the Index showed
that 89% of employees considered
IHG to have an inclusive culture.
IHG colleagues celebrating
Pride Month.
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55
In line with UK corporate governance
requirements and recommendations,
we remain committed to having
leaders who represent the global
nature and broad geographic spread
of our business.
We have a gender-balanced employee
population, of which 52%
a
is female,
and, globally, 36% of our leaders
working at VP level and above are
female (against an ambition of 39%
by 2025). In addition, Forbes has
recognised IHG as one of the world’s
top companies for women.
As there is no universal definition
of ethnic or racial diversity, we
have worked with our local teams
to agree a meaningful de
finition
b
for each market so we can focus
our efforts on increasing under-
represented leadership.
Thanks to the self-disclosure
of employees
c
, we know that 22%
of our global leaders working at VP
level and above are racially or ethnically
diverse, against a global ambition
of 26% by 2025, and represent
multiple nationalities.
We have identified the UK and US –
where we have our largest populations
of corporate colleagues – as markets
in which we want to increase ethnic
representation. We have set ambitions
for the percentage of leaders working
at VP level and above that are ethnically
diverse in each market – 26% by 2025
in the US and 20% by 2027 in the UK.
At the end of 2024, we stood at 18%
in the US and 8% in the UK.
Our Employee Resource Groups (ERGs),
which are employee organised, are
central to creating and maintaining
IHG’s culture across the business.
These groups bring together people
of various backgrounds, experiences
and skills and their allies to share
perspectives and celebrate important
cultural moments throughout the
year, including Black History Month,
International Day of Persons with
Disabilities, International Women’s
Day and Pride Month.
Being a responsible business
continued
Our people
continued
a. All Corporate and Reservations employees plus GMs in managed hotels as of 31st December 2024.
b. Ethnically and racially diverse includes ethnic/racial minorities, as per government guidance in the US
and UK (such as Black, Asian, mixed heritage and Hispanic (Latino for US)). We also count local leaders
in markets such as Asia and the Middle East because they have historically been and continue to be
under-represented in the most senior levels of business.
c. 87% of our leadership (VP and above) have self-disclosed globally.
As at 31 December 2024
Male
Female
Total
Directors
6
5
11
Executive Committee
6
4
10
Executive Committee direct reports
37
25
62
Senior managers
(including subsidiary directors)
75
28
103
All employees
(whose costs were borne by the Group
or the System Fund)
5,326
7,261
12,587
56
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Annual Report and Form 20-F 2024
As at 31 December 2024
Ethnically
diverse
Total
Directors
4
11
Executive Committee
2
10
Global VPs and above
50
224
UK VPs and above
5
59
US VPs and above
23
125
Celebrating IHG reaching
28th on Fortune’s 100 Best
Companies to Work For.
We have continued to see significant
growth of our ERGs and now
have more than 5,000 members
across 36 chapters.
Recognising our Culture
In 2024, recognition for the strength
of IHG’s workplace culture included
IHG reaching 28th on Fortune’s 100
Best Companies to Work For, alongside
being certified as a Great Place To Work
for the second year in a row. IHG also
ranked eighth of 850 companies in
the Financial Times Diversity Leaders
2025 and third out of 76 organisations
by the EDI Maturity Curve by WiHTL
and DiR.
We were also certified as one o
f
Singapore’s Best Workplaces 2024
and Greater China’s Best Workplaces
2024 by Great Place To Work®.
To find out more on how we are
creating a culture where everyone
can thrive, read more in our 2024
Responsible Business Report
(
ihgplc.com/responsible-business
).
Our approach to Wellbeing
We have increased the impact of
our Room to Belong offering for our
corporate employees by simplifying
our wellbeing hub, increasing
awareness of our global employee
assistance programme, which is
available 24/7, and continuing to
encourage connections with our
employee resource groups.
We also continue to invest in
three recharge days for corporate
colleagues throughout the year,
where they are encouraged to focus
on their wellbeing and recovery.
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57
Being a responsible business
continued
Our 2030 commitments
2024 highlights
>2.3m
a
lives improved through our
collective action and work with
our charity partners
27
natural disasters responded to,
supporting charities in critical
recovery efforts
We have pledged to improve the lives
of 30 million people by 2030, focusing
on driving economic and social change
through skills training and innovation,
supporting communities during
natural disasters, and collaborating
to combat food poverty.
Achieving our pledge requires
collaboration with guests, colleagues, and
owners, as well as strong relationships
with NGOs and community organisations.
We work closely with our hotels, regions,
and brands to create partnerships and
initiatives that offer support through
financial contributions, in-kind donations,
and volunteering. We work with local
organisations that are addressing
specific needs, through to creating large
partnerships to tackle broader social
issues and drive meaningful action.
Local action and
Giving for Good Month
Our commitment to improve lives
is powered by our colleagues,
who dedicate their time, skills, and
passion to meet social needs in
their communities. Activities span
the entire year but every September,
IHG colleagues participate in Giving
for Good month for a focused
month of action.
In 2024, more than 23,000 colleagues
dedicated more than 79,000 hours
to improve the lives of nearly half a
million people – double the number
from last year. Events spanned 84
countries and we worked with more
than 1,450 charities.
More than 50 projects were selected as
winners in our Giving for Good awards,
which recognise the most impactful
and inspirational projects globally.
Skills training
Launched in 2006, our IHG Academy
aims to increase social mobility
by enabling individuals to build
essential skills for the workforce, and
has provided training experiences
to more than 190,000 people.
In 2024, we refreshed our IHG
Academy by introducing three
newly branded programmes: IHG
Discover, IHG Skills Builder, and IHG
Career Launcher. During the year,
more than 43,000 participants
benefitted
from work experience,
internships, apprenticeships, and
free online learning.
– Improve the lives of 30 million people in our communities around the world.
– Drive economic and social change through skills training and innovation.
– Support our communities when natural disasters strike.
– Collaborate to aid those facing food poverty.
Contributing
to the following
UN SDGs
Our communities
Number of people attending
the IHG Academy
b
2022
8,909
2021
16,577
2023
35,021
2024
43,285
2020 3,277
a. The methodology IHG uses for “lives improved” focuses on the number of individuals directly engaged
through IHG’s community impact programmes, using the Business for Societal Impact (B4SI) framework
to assess IHG’s community investments, measuring inputs, outputs, outcomes, and long-term
societal impacts.
b. 2021, 2022 and 2023 figures have been restated due to improvements in data collection and reporting.
58
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Annual Report and Form 20-F 2024
IHG Discover connects us directly
with communities through student
workshops, providing insights into
hospitality careers. In 2024, we hosted
Discover Workshops across all our
regions globally, with more than
13,000 participants.
Our Skills Builder platform, refreshed
in 2024, offers more than 250 courses,
and has increased registered users by
more than 23,000. We continue to work
with external partners to create bespoke
content for their user groups designed
to increase localised employment
within hospitality.
The Career Launcher programme
delivered more than 6,000 internships
and 500 apprenticeships in 2024 to
further develop future talent.
Disaster response
We take pride in supporting our
communities during times of need
and we have continued collaborating
with various humanitarian aid partners
worldwide to help their essential
relief and recovery efforts.
In 2024, we responded to 27 natural
disasters, from hurricanes in the US
and floods in Europe, to typhoons in
Southeast Asia and China. We work
closely with charity relief experts CARE
International and the American Red
Cross, and for colleagues impacted by
natural disasters, we activate the IHG
Disaster Colleague Assistance Fund to
provide short-term support to obtain food
and secure living conditions.
Collaborating to aid
those facing food poverty
Food insecurity remains a critical
issue, with one in three people
globally uncertain about their next
meal. In 2024, we launched our
global partnership with Action
Against Hunger. By supporting the
lifesaving work of one of the world’s
largest food NGOs and using the
strength of our IHG Hotels & Resorts
masterbrand to drive awareness
of food shortages, we can take a
significant step
forward in helping
provide food security around
the globe.
Our existing partnerships with
local food banks and charities also
continue to thrive. In the US, we
work with the food recovery and
distribution company Goodr to
recover and distribute excess food,
donating 28,800 meals through
the hotel food waste recovery
programme since its launch in 2022.
We are proud to have celebrated
our sixth year of partnership with
OzHarvest, a food rescue organisation
in Australia. Throughout this time, we
have broadened our collaboration
to include various branches of the
network in Japan, Vietnam and
New Zealand.
Action Against Hunger’s
mobile teams provide
essential healthcare and
nutrition support globally
(image taken in the Darién
region of Colombia).
We support the Red Cross in
humanitarian emergencies,
providing vital aid to those
affected by disasters.
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59
Being a responsible business
continued
Our planet
Carbon and energy – our 2030 commitments
Carbon and energy
By actively pursuing decarbonisation
and minimising our environmental
impact, we create long-term value
for our hotel owners and IHG. This
enhances IHG’s reputation and assists
owners in managing rising operational
costs, securing supply chains, and
mitigating financial risks associated
with climate change.
Our asset-light business model means
that most of our hotels are owned
by third parties, with more than 60%
of emissions under our carbon target
generated by franchisees. We are
committed to supporting owners –
many of whom are small business
owners – in their decarbonisation
efforts, and improving operational
efficiency by providing a wide range
of tools and resources.
In 2021, we set a target to reduce
absolute Scope 1, 2, and Scope 3
(including energy from FERA and
franchised hotels), by 46% by 2030
from a 2019 baseline, a goal validated
by the Science Based Targets
initiative (SBTi).
Our emissions reduction plan focuses
on three key objectives: implementing
energy efficiency measures in hotels;
pioneering low-carbon hotels; and
supporting hotels to source renewable
energy. We prioritise operational changes
that require minimal resources, followed
by impactful energy efficiency projects,
such as procuring renewable energy and
implementing high-efficiency retrofits.
Decarbonising existing hotels is
a significant challenge, especially
considering that around 80% of the
world’s buildings projected to exist in
2050 are already built. To address this,
we collaborate closely with our hotels
to improve energy efficiency, providing
resources and support. We have
integrated energy conservation measures
(ECMs) into our brand standards, focusing
on those with paybacks under five years,
and are developing additional standards
tailored to specific regions and segments.
Each property is assigned customised
annual energy reduction targets, which
are monitored as part of broader hotel
performance metrics. These targets
are tailored for the region and climate,
supported by compliance reporting
and a commitment to data quality.
To reinforce our commitments, we have
aligned our Directors’ Remuneration
Policy with our decarbonisation strategy.
Carbon measures are now part of
our Long Term Incentive Plan (LTIP)
for Executive Directors and senior
leaders, linking decarbonisation targets
to the adoption of ECMs in both new
and existing hotels.
This integrated approach aims to
drive meaningful change throughout
the organisation.
In terms of new developments,
we are working towards the goal of
having our newly built hotels operate
at very low or zero carbon emissions.
Over the past three years, we have
incorporated 17 ECMs into our new-
build brand standards, most of which
are also in place for our existing hotels.
These target key areas such as kitchens,
heating and cooling, lighting, and
swimming pools.
In July 2024, we launched our Low
Carbon Pioneers programme, which
brings together energy-efficient hotels
that do not combust fossil fuels on-site
and are powered by renewable energy.
This programme is the first o
f its kind
in the industry, allowing IHG to test
and share sustainability practices while
inspiring more properties to adopt carbon
reduction measures. Low Carbon Pioneer
hotels feature sustainable solutions,
including high-efficiency heat pumps
and fully electric kitchens, and hold
third-party sustainability certifications,
such as Green Key.
Helping hotels access renewable energy
can enable them to quickly reduce
emissions, particularly in regions with
carbon-intensive electricity grids.
– Reduce our energy use and carbon emissions in line with climate science.
– Implement a 2030 science-based target that delivers 46% absolute
reduction in carbon dioxide emissions from our franchised, managed,
owned, leased and managed lease hotels.
– Target 100% new-build hotels to operate at very low/zero carbon
emissions by 2030.
– Maximise/optimise the role of renewable energy.
Contributing
to the following
UN SDGs
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Annual Report and Form 20-F 2024
Where credible renewable energy
markets exist, we assist our managed
hotels in negotiating renewable electricity
contracts and several of our global
offices, including our headquarters in
Windsor in the UK and Atlanta in the US,
are procuring 100% renewable electricity.
While most of our hotels operate under
franchise agreements, which limits
our direct procurement capabilities,
we strive to help hotel owners access
renewable energy solutions where we
can. Our Community Solar programme,
available in select US states, allows
hotels to subscribe to local solar
projects, offering certified Renewable
Energy Certificates and potential cost
savings. Additionally, we are exploring
on-site renewable energy options,
particularly for hotels in remote areas.
Our ongoing commitment to
decarbonisation has driven an 11.5%
reduction in carbon emissions per
available room and a 9.4% reduction
in energy per available room in 2024
compared to 2019. However, the
lack of a clean energy infrastructure
in our markets, alongside the opening
of more hotels around the world,
means that total carbon emissions
are up 7.2% since 2019.
As a result, despite our ongoing efforts,
we are not on track to meet our 2030
target of 46% reduction. We remain
dedicated to the actions we are taking
to assist hotel owners in reducing
carbon emissions and while our
programmes will require time to scale,
the actions we are taking today will
improve operational efficiency of IHG
hotels and prepare us for accelerated
decarbonisation once market factors
are more favourable.
By promoting supportive regulations
and incentives, we aim to facilitate
an operating environment conducive
to sustainable practices, benefiting both
the industry and our communities.
As proud members of initiatives such
as the World Sustainable Hospitality
Alliance (WSHA) and the World Travel
& Tourism Council (WTTC), we share
best practices and develop industry-
wide sustainability tools.
See pages 64 to 67 for more details
on our Transition Plan.
Waste
With millions of guests visiting our
hotels each year, we have a unique
opportunity to promote more
sustainable travel by minimising the
impact of the products and services
we offer. The world generates
over two billion tonnes of waste
annually, with more than a third not
managed responsibly.
According to the United Nations
Environment Programme, an estimated
8–10% of global GHG emissions are
linked to food that goes uneaten.
Our goals and KPIs focus on actionable
steps that empower hotels to effectively
reduce waste.
This year, we have continued to
implement action plans across our
three regions, specifically aimed at
eliminating single-use items, minimising
food waste, and promoting circularity.
To support our efforts, our hotels
have access to a Single-Use Items
Toolkit, which provides a best-practice
guide for reducing, reusing, replacing,
and recycling single-use items.
InterContinental Kuala
Lumpar’s state-of-the-art
solar panels.
Waste – our 2030 commitments
– Eliminate single-use items, or move to reusable or recyclable alternatives
across the guest stay.
– Minimise food going to waste through a ‘prevent, donate, divert’ plan.
– Collaborate to achieve circular solutions for major hotel commodity items.
Contributing
to the following
UN SDGs
Strategic
Report
Governance
Group Financial
Statements
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Information
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IHG
61
This globally available toolkit features
examples from our brands and insights
tailored to properties with varied waste
management infrastructures.
Additionally, we have established
brand standards focused on reducing
plastic waste. In 2019, we became the
first global hotel group to commit to
replacing bathroom miniatures with
full-size amenities, which has been
incorporated into brand standards
across all hotels worldwide. This year,
we launched two new brand standards
to eliminate plastic water bottles from
guest rooms, meetings and events in
all hotels across Europe by December
2025. To assist hotels in this transition,
we created a guidebook outlining
alternative solutions, such as water
filtration systems and reusable bottles.
Building on this progress, we plan
to extend these standards to other
EMEAA markets in 2025.
We are also collaborating with our
suppliers to enhance sustainable options
for guest-room amenities (such as
toothbrushes, toothpaste, soap and
combs). We began incorporating
these options into our brand standards
in EMEAA in 2022 and expanded the
programme into Greater China this
year. For our Premium and Essential
brands in Greater China, guest-room
amenities such as toothbrushes will
now be made from post-consumer
recycled plastic and packaged in bags
made from sugarcane
fibres. For our
Luxury & Lifestyle brands, amenities
will be crafted from bamboo, and the
packaging is printed with soy ink
and is FSC certified.
To further promote sustainable
practices, we have strengthened
guest-facing communications around
sustainable amenities, encouraging
responsible travel behaviours while
offering certain items upon request
to minimise waste. In Greater China,
guests at participating hotels have the
option to forgo the hotel’s guest-room
amenities during their stay to earn green
energy points. This initiative is part
of our collaboration with Ant Forest’s
tree-planting programme on the Alipay
app, where users can accumulate
virtual points for making low-carbon
lifestyle choices. In 2024, we expanded
the programme to 445 hotels across
11 brands and 116 cities.
For hotels undergoing renovations
in the US, we launched a guide
that provides them with tips and
resources on handling major hotel
commodity items to dispose of waste
in an environmentally responsible
way – recommending approaches
and organisations with capabilities
to manage these items, including
potential opportunities to repurpose
items through local donations.
To effectively combat food waste, we
have implemented a comprehensive
approach that focuses on training,
monitoring, reducing waste at the
source and donating surplus food
whenever possible.
We have established global food waste
training programmes for all regions
and hotels, encouraging properties to
actively monitor their food waste and
take necessary actions.
Since launching in 2022, the e-learning
module has been accessed by more than
2,700 hotels and over 53,700 courses
completed by managed and franchised
hotel colleagues. To track progress, hotels
are encouraged to record daily food
waste and report monthly totals into the
IHG Green Engage environmental data
management platform. The platform
was enhanced this year, with an intuitive
reporting dashboard that assists hotels
to track their performance against
peers. The initiative is also supported
by back-of-house posters that provide
easy-to-implement food-saving tips,
standardised labels for food waste
bins, and a detailed guide highlighting
methods for reducing food waste.
To minimise single-use plastics
and reduce waste at the source, our
Holiday Inn Express hotels in the US
are transitioning their Express Start®
breakfast bars to bulk condiments,
including reusable smallware for items
such as jams, ketchup, and honey.
This change not only lowers costs
for hotel owners but also empowers
guests to control their consumption,
further supporting our goals to
reduce food waste.
Additionally, we focus on donating
surplus food whenever possible.
Our collaboration with the Too Good
To Go app in 119 hotels across Europe
has successfully connected properties
with customers looking to purchase
unsold surplus food. In 2024, more
than 41,000 meals were saved from
going to waste, which increased by
33% from 2023, demonstrating growth
in the number of hotels using the app
and the meals rescued. For more details
on how we support our communities
through food redistribution initiatives,
please see page 58.
Being a responsible business
continued
Our planet
continued
Since our global food waste
training e-learning module
was launched in 2022, it has
been accessed by more
than 2,700 hotels and over
53,700 courses have been
completed by managed and
franchised hotel colleagues.
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Water
As global water demand exceeds
supply in many regions, it is vital for
us to support hotels, particularly those
located in areas experiencing high
water stress or drought risk. By assisting
these properties in adapting to their
challenges, we can help minimise
service disruptions, reduce water
consumption, and contribute to the
conservation of this invaluable resource.
Since 2019, we have been part of
the UN CEO Water Mandate, which
represents a commitment to six
principles aimed at mobilising business
leaders around water, sanitation, and
the UN SDGs. As part of our involvement,
we are members of the Water Resilience
Coalition, which seeks to prioritise global
water stress on the corporate agenda
and preserve the world’s freshwater
resources through collaborative efforts.
Our focus is on reducing water use,
mitigating water risks, and supporting
communities in need of adequate
WASH conditions. To achieve these
goals, we are implementing regional
action plans that emphasise awareness,
conservation, and stewardship.
This regional approach enables us
to effectively address the diverse water-
related risks and opportunities that exist
across different markets, ensuring that our
efforts are both impactful and sustainable.
To assess water risks at all hotel locations
based on usage-to-supply ratios, we use
the World Resources Institute Aqueduct
Water Risk Atlas. We disclose this
information in accordance with the SASB
framework, which includes details on
water use in regions facing extreme and
high water scarcity. This data, combined
with our assessment of factors such as
flooding, drought, and water depletion,
informs our focus areas for effective
water management.
We aim to improve water efficiency
by implementing water reduction
measures that we have integrated into our
brand standards globally. These standards
require hotels to install high-efficiency, low-
flow aerated showerheads and taps by the
end of 2025. On average, these measures
can decrease water consumption by
11 litres per minute for showerheads
and 3 litres per minute for taps.
We monitor our performance using
Green Engage, our environmental data
management platform, where hotels
are required to regularly submit their
water consumption data (for detailed
water data, please refer to page 48 of
our 2024 Responsible Business Report).
In 2024, our water intensity (m³ of water
use per available room) decreased by
1.8% compared to 2019. We anticipate
that as we implement water efficiency
brand standards across our estate,
this improvement in water efficiency
will continue to grow. At the same
time, our absolute water footprint has
increased by 9% since 2023 due to
our continued business growth.
In our Americas region, we are
developing a comprehensive
document for hotels to guide them
in water conservation, which we plan
to launch in 2025. In addition, we are
actively evaluating solutions for water
conservation and stewardship, with
plans to conduct pilot programmes in
2025 to drive our progress towards our
Journey to Tomorrow commitments.
We will share key insights across the
EMEAA and Greater China regions
to inform their next steps.
We recognise that water issues
impact local communities and so
we also focus our water partnerships
to align with our community impact
commitments to ensure that we are
targeting initiatives that have dual
benefit. For more on how we support
our communities, see page 58.
A number of voco hotels
donated a proportion of
their filtered water sales
to Just a Drop, with funds
supporting access to
improved WASH facilities
for more than 250 people in
Trapeang Svay, Cambodia.
Water – our 2030 commitments
– Implement tools to reduce the water footprint of our hotels.
– Mitigate water risk through stakeholder collaboration to deliver water
stewardship at basin level.
– Collaborate to ensure adequate water, sanitation and hygiene (WASH)
conditions for our operating communities.
Contributing
to the following
UN SDGs
Strategic
Report
Governance
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Statements
Parent Company
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Additional
Information
Annual Report and Form 20-F 2024
IHG
63
Being a responsible business
continued
Transition Plan
Reducing our emissions
By taking action on climate change, we
can reduce our environmental footprint,
strengthen resilience to future risks, and
meet growing demands from guests,
investors, and colleagues for responsible
and sustainable practices.
Our work to reduce emissions across
our business focuses on three principal
objectives: implementing energy efficiency
measures in hotels; pioneering low-carbon
hotels; and supporting hotels to source
renewable energy.
Our fee-based, asset-light business model
allows for rapid growth of our hotel estate
and higher returns with lower economic
risk, but it also means we have limited
control and influence over a significant
proportion of the emissions generated
across our business.
More than 60% of the emissions covered
under our carbon target are generated
by our franchisees. We are committed
to working closely with them, many
of whom are small business owners,
to support their efforts in decarbonising
their properties and improving
operational efficiency.
1. Implementing energy efficiency
measures in hotels
We work with owners and hotel teams
to provide them with essential training,
tools and resources to help maximise their
energy efficiency (see page 65 for details).
To encourage uptake of the emission
reduction options available, we
have modelled the financial impacts
of each for our third-party hotel
owners and teams. That starts with
changes requiring minimal resources.
Options include end-of-life equipment
replacement, high-efficiency retrofits
and electrification measures.
Additionally, we’ve continued to integrate
ECMs into our brand standards, focusing
on those with paybacks under five
years and tailored to specific regions
and segments. In the past three
years, we have implemented 17 ECMs
into our new-build brand standards,
supplementing the ECMs already in
place for our existing hotels. These will
reduce the energy used in our hotels
in several key areas, including kitchens,
heating and cooling, lighting and
swimming pools.
Our Transition Plan
Addressing climate change is a shared responsibility that
extends to all businesses. As a leader in our industry, we are
committed to operating sustainably and supporting global
efforts to combat this critical issue.
2019
2030
Primary
decarbonisation levers
Plan
Act
Scale
1. Implementing
energy efficiency
measures in hotels
– Energy and carbon
modelling to identify
decarbonisation
pathways and that
integrate business
growth plans.
– Return on investment
analysis of energy
efficiency measures,
considering regional
market variations.
– Implementing energy conservation measures
in all existing and new-build hotels, prioritising
those with a return on investment under five years,
supported by brand standards, hotel level energy
metric and LTIP remuneration targets.
– Investing in tools and training, like the Hotel
Energy Reduction Opportunities (HERO) tool and
the Green Engage platform, to help owners with
decarbonisation initiatives.
– Continue to increase
hotel adoption
of ECMs.
– Partner with
organisations that
can incentivise hotel
owners to adopt
ECMs with longer
payback periods.
2. Pioneering low-
carbon hotels
– Develop a definition
of a very low or zero
operational carbon
building to guide
development of
future IHG hotels.
– Development of our Low Carbon Pioneers
programme to increase the number of hotels
that operate at very low or zero carbon to help
us test, learn and share findings on carbon
reduction measures.
– Test, learn, and
share findings to
promote the wider
adoption of carbon
reduction practices,
and increase the
number of hotels
operating at very low
or zero carbon.
3. Supporting hotels
source renewable
energy
– Understanding
availability of
renewable energy
at scale.
– Transitioning to renewable energy through
mechanisms such as green tariffs, community
solar and on-site renewable generation,
where commercially viable.
– Identifying
financial mechanisms to
support widespread adoption of on-site
and off-site renewables.
– Scale access
and adoption of
renewable energy as
markets deregulate.
Short-term
Mid-term
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Annual Report and Form 20-F 2024
To drive further action, we integrate
annual energy reduction targets into our
broader hotel performance monitoring
processes. Tailored by region, brand,
and climate zone, these energy
reduction targets are complemented
by reporting compliance goals and
a focus on veri
fiable data to enhance
quality and transparency.
Internally, we reinforce our commitments
by aligning our Directors’ Remuneration
Policy with our people, communities,
and planet strategic priorities. We have
incorporated carbon measures into the
LTIP for our Executive Directors and
senior leaders. This alignment includes
specific targets related to decarbonisation
actions. By integrating these strategies,
we aim to create a cohesive approach
that drives meaningful change across
all levels of the business.
2. Pioneering low-carbon hotels
To support the future development
of IHG hotels, we aim to test, learn, and
share insights on innovative approaches
that can accelerate our efforts and
inspire broader adoption of carbon
reduction practices across our estate.
We have collaborated with technical
experts to establish a definition o
f a
low-carbon building, and in July 2024,
we launched our Low Carbon Pioneers
programme. This programme brings
together energy-efficient hotels that
have no fossil fuels combusted on
site
a
and are backed by renewable
energy. This group of low operational
carbon hotels is the first o
f its kind in
the industry with the ambition to inspire
other properties to join the programme
and help encourage wider adoption
of carbon reduction practices.
Each Low Carbon Pioneer hotel
will have an operational sustainability
certification, such as Green Key, or
sustainable building certification, such
as LEED, BREEAM or EDGE. A hotel has
12 months upon opening to achieve
this certification. To track and measure
their energy data, Low Carbon Pioneer
hotels will use IHG’s Green Engage
environmental platform.
As part of the programme, we are
also developing a low-carbon ready
group of hotels in preparation for
when it becomes possible to fully
back all energy with renewables in
countries or districts where this is
not currently available.
3. Supporting hotels source
renewable energy
Helping hotels access renewable
energy can enable them to quickly
reduce emissions, particularly in regions
with carbon-intensive electricity grids.
We are actively exploring options for
how we can facilitate renewable energy
options for owners, and we are mapping
opportunities globally, prioritising
procurement in mature markets where
we have a significant presence. We also
apply insights from emerging markets
to enhance our approach.
Although most of our hotels operate
under franchise agreements, limiting our
direct procurement opportunities, we
strive to assist hotel owners in accessing
renewable energy. A notable initiative
is our Community Solar programme,
active in select US states such as
Maryland, Illinois, Maine and New
York. This programme allows hotels
to subscribe to local solar projects,
receiving Green-e® certified Renewable
Energy Certificates and discounts on
their electricity bills, resulting in up
to a 10% reduction in costs.
Where credible renewable energy
markets exist, we assist our managed
hotels in negotiating renewable
electricity contracts and several of our
global offices, including our headquarters
in Windsor in the UK and Atlanta in
the US, are procuring 100% renewable
electricity. We continue to explore the
delivery of a broader renewable energy
programme that can be accessed
by a wider range of our hotels.
Support for owners
Choosing to partner with IHG offers
our hotel owners access to the tools
and resources (right) to build their
knowledge, skills and awareness of
ways to reduce their hotel energy
consumption and reduce emissions.
a. Except for backup generators that fall below 5% of the hotel’s total annual energy consumption.
Enhanced online
environmental
management platform
Every IHG hotel is given access to our IHG
Green Engage system, our online environmental
management platform, which helps hotel teams
make greener choices, charts their progress,
and measures and reports their energy, water
and waste data. It also provides more than
200 green solutions to drive utility efficiency.
Green Engage has been supporting our
hotels to reduce their environmental impact
since 2009. To ensure its continued success,
we launched Green Engage 2.0 in 2024
to enhance the interactivity and usability
of the platform, giving hotels better insights
into performance against targets.
Carbon and
energy training
Our hotel energy and carbon reduction
e-learning modules advise hotel colleagues
on how to reduce costs and drive revenue
by providing effective strategies to reduce
their hotel’s energy use. These modules cover
the global context, the commercial and
competitive advantages of sustainability efforts,
and what hotels need to do to meet their energy
reduction targets. Checklists and 10-minute
training guides are also available to help general
managers implement the top no-cost energy
saving behavioural changes within their teams.
Centralised
data collection
IHG continues to invest in utility data acquisition
solutions to improve data quality. This includes
our collaboration with energy specialists to offer
hotels a centralised data feed solution to collect
utility information, which is then sent directly
into the Green Engage system. The collected
data enables improved analytics for hotels
to drive efficiencies in utility management and
strengthen hotel Requests for Proposals to
corporate clients globally.
Energy
reduction tool
The IHG HERO tool guides hotels on the
most effective ECMs for their speci
fic building.
The tool provides indicative capital costs,
energy reductions and payback periods for
ECMs based on the hotel’s facilities, climate and
energy use. Since launching the tool in 2022,
more than 740 hotels have used it to guide
their capital spending. The tool is in all regions
and launched in Greater China in 2024.
Incentives
We are supporting hotels to identify
financial
incentives available to them to help fund
energy efficiency investments. Owners in our
Americas region have free access to reports
on tax incentives and utility rebates available
to their hotels. We have also partnered with an
‘energy efficiency as a service’ supplier that can
provide financing, installation and maintenance
of ECMs and then shares the energy cost
savings with the hotel.
Tools and resources
to help our owners
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Being a responsible business
continued
2024 transition plan
continued
The external landscape
As a global leader in the hospitality
industry, IHG is committed to driving
sustainability and decarbonisation
efforts across our operations. However,
the landscape in which we operate
presents challenges that are outside
our control and influence our ability
to achieve our goals.
Through partnerships with
organisations such as the World
Sustainable Hospitality Alliance (WSHA)
and the World Travel & Tourism Council,
we contribute to industry-wide initiatives
and by collaborating with our peers, we
harness collective expertise to enhance
our environmental performance
and decarbonisation efforts across
the sector.
IHG has supported the WSHA with
developing the industry’s Pathway to Net
Positive Hospitality, and has contributed to
tools for measuring sustainability. In 2023,
IHG became a founding member of
the Hospitality Alliance for Responsible
Procurement (HARP). HARP aims to
improve supplier sustainability by fostering
close collaboration with trading partners
to build transparency and scale positive
impact across the industry’s value chains,
while operating with the appropriate
governance and compliance controls.
Using our global scale, we actively
engage with external stakeholders to
support hotel owners, including to reduce
operational costs, boost revenue and
meet industry standards for sustainability,
ultimately benefiting both the industry
and our communities.
However, the majority of the countries
that IHG operates in do not have national
net zero policies, which are crucial to
providing infrastructure and incentives to
support IHG’s decarbonisation target.
The key external factors at the
macro and industry level that impact
the speed at which IHG is able to
decarbonise are outlined below.
Macro factors
Energy infrastructure
High electricity costs can reduce
the business case for electrifying
hotels, making it harder to shift
to cleaner energy options.
Availability of renewable energy
sources and grid capacity for
clean energy adoption impact
decarbonisation.
National regulations
National and local environmental
laws, taxes and standards can have
a significant impact on the pace and
scope of the achievement of our
carbon reduction commitments.
Carbon accounting standards
Current lack of clarity and con
fidence
in future carbon accounting and
certification rules, such as the use o
f
market-based solutions like Renewable
Energy Certificates, inhibits effective
business planning.
Industry factors
High cost of retro
fits
Retrofitting buildings
for energy
efficiency (such as through heating,
ventilation and air conditioning (HVAC)
or insulation upgrades or on-site
renewable energy installations) can
be costly and disruptive, slowing
decarbonisation efforts.
Technology and innovation
Limited availability, maturity and costs
of low-carbon technologies (such as
building materials, efficient lighting
and HVAC systems) affect the ability to
implement decarbonisation solutions.
Employee turnover
The hotel industry faces high employee
turnover, making it harder to maintain
consistent sustainability practices with
high levels of retraining required.
Value chain factors
Franchise business model
Many hotel franchisees are small
business owners with limited resources
and access to credit, making it harder
to invest in costly decarbonisation
efforts. They might not face the same
regulatory or investor expectations
concerning carbon performance as
IHG does.
Supply chain emissions
The carbon footprint of suppliers
can play a significant role in a hotel’s
overall emissions. Procurement of hotel
goods and services, such as energy,
operating supplies and equipment,
food and beverage, furniture,
predominantly occurs at local hotel
level and are purchased by our
franchisees.
Market demand
Guest preferences for sustainable
practices and eco-friendly products
and services can impact the pace at
which a business decarbonises.
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Our carbon performance
as a growing business
Our ongoing commitment to decarbonisation has driven
an 11.5% reduction in carbon emissions per available
room and a 9.4% reduction in energy per available room in
2024 compared to 2019. However, the lack of a clean energy
infrastructure in our markets, alongside the opening of more
hotels around the world, means that total carbon emissions
are up 7.2% since 2019.
Our target
In 2021, we set an ambition to reduce
absolute Scope 1, 2, and Scope 3
(including energy from FERA and
franchised hotels), 46% by 2030 from
a 2019 base year. This target received
validation from the Science Based
Targets initiative (SBTi) to align with
climate science.
Having an ambitious target has been
a catalyst for driving change, providing
us with a clear goal to work towards.
It has fostered a culture of accountability
and innovation, motivating our teams
to develop new strategies to meet
our objectives and collaborate across
departments and with external partners.
Since setting our target, we have
undertaken extensive work to map out
the pathways to achieve it, identifying
key initiatives to drive progress, focusing
on the areas we can control and
influence. However, some o
f the key
external enablers that we anticipated
would support our efforts have not
materialised as expected:
A challenging global economic
environment coming out of the
Covid-19 pandemic has hindered
owners’ ability to invest in initiatives.
Grid decarbonisation has been
slower than anticipated.
There remains uncertainty regarding
future consumer demand for higher-
priced sustainable good and services.
Limited access to suitable renewable
energy options that are scalable.
For example, current market conditions
and available risk mitigation strategies
for virtual Power Purchase Agreements
do not make these a suitable option
for IHG’s asset-light business model
– which typically does not involve
responsibility for hotel-level energy
procurement.
To be able to achieve our 2030 targets,
several significant external shi
fts would
be required, such as the development
of a reliable clean energy grid across
all our geographies and a commercial
and operating landscape that supports
energy efficiency and carbon reduction.
Another critical factor is addressing the
substantial pricing differences between
electricity and gas, this gap must be
narrowed to make renewable energy
more competitive and financially viable.
For example, in the UK, electricity
is around four times the cost of gas
per kWh. Furthermore, advancements
in market conditions and technology
are essential, particularly in terms
of lowering costs and increasing the
availability of high-impact ECMs that
can significantly reduce emissions.
Unfortunately, these necessary shifts
are beyond IHG’s control and are unlikely
to occur quickly enough. As a result,
despite our ongoing efforts, we are
not on track to meet our 2030 target.
We remain dedicated to the actions
we are taking to assist hotel owners in
reducing carbon emissions, including
by the following means:
We will continue to drive and constantly
reassess initiatives across our
decarbonisation pillars to maximise
our impact, and we remain dedicated
to the actions we are taking to assist
hotel owners in reducing carbon
emissions. While our programmes will
require time to scale, the actions we are
taking today will improve operational
efficiency of IHG hotels and prepare us
for accelerated decarbonisation once
market factors are more favourable.
Leveraging our scale and market
position, we will strive to influence
change across the hospitality industry.
We are committed to sharing our
learnings and best practices with
industry peers and stakeholders to
foster collective progress towards
sustainability goals.
We will also maintain ongoing,
transparent reporting against our
existing targets. This accountability is
crucial for tracking our progress and
identifying areas for improvement.
The sustainability standards landscape
is rapidly evolving, making it essential
for us to re
flect on the implications
for IHG.
This includes re-evaluating our carbon
reduction target and conducting a
thorough review of emerging industry
standards, as well as anticipated updates
to carbon accounting standards,
target validation criteria and evolving
technologies. Focusing on how IHG can
control and influence our decarbonisation
efforts will also be essential, as these
considerations will significantly shape
our strategies and ensure that our
initiatives remain relevant and effective
across the regions and communities
we serve.
GHG emissions
Tonnes of CO
2
e market-based
Scope 1
Scope 2 (market-based)
Scope 3
2019
2020
2021
2022
2023
2024
7m
6
m
5
m
4
m
3
m
2
m
1m
0
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Report
Governance
Group Financial
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Parent Company
Financial Statements
Additional
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Annual Report and Form 20-F 2024
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67
TCFD section and summary of recommended disclosure
Pages
Governance:
Disclose the organisation’s governance around climate-related risks and opportunities
a) The Board’s oversight of climate-related
risks and opportunities.
See page 69 of our TCFD disclosure and 122 for an overview of Board oversight
and governance, which includes climate change.
Directors’ Remuneration Policy:
ihgplc.com/investors/corporate-governance/
directors-remuneration-policy
b) Management’s role in assessing and managing
climate-related risks and opportunities.
See page 69 of this report.
Strategy:
Disclose the actual and potential impacts of climate-related risks and opportunities on
the organisation’s businesses, strategy, and financial planning where such in
formation is material
a) Describe the climate-related risks and
opportunities the organisation has identified
over the short, medium, and long term.
See pages 71 and 72 for our climate-related risks and opportunities.
b) Describe the impact of climate-related risks
and opportunities on the organisation’s
businesses, strategy, and financial planning.
See page 70 for description of impact and pages 36 and 37 for an overview of IHG’s
four strategic priorities, including ‘Care for our people, communities and planet’.
See pages 64 to 67 for more on our decarbonisation strategy and performance.
c) Describe the resilience of the organisation’s
strategy, taking into consideration different
climate-related scenarios, including a 2°C
or lower scenario.
See pages 70 to 72 of this report.
See how the business balances opportunities for strategic advantage or efficiency
with the need to remain resilient and agile in the short and longer term, including
climate change, on pages 44 and 45.
Risk management:
Disclose how the organisation identifies, assesses, and manages climate-related risks
a) Describe the organisation’s processes for
identifying and assessing climate-related risks.
See page 70 for details of how we develop scenarios to evaluate transition and
physical risks and opportunities and pages 71 and 72 for the current assessment.
See pages 44 to 51 for details on how we evaluate principal risks,
including climate change.
b) Describe the organisation’s process
for managing climate-related risks.
See pages 70 and 44 to 51 which details how we consider climate-related factors
within our broader risk management discussions, current risk management and strategic
responses to build business resilience, and illustrative key management controls.
c) Describe how processes for identifying,
assessing, and managing climate-related
risks are integrated into the organisation’s
overall risk management.
See pages 44 to 51 which shows the impact of climate-related physical and transition
risks as one of our 10 principal risks, noting that climate-related uncertainties are also
evaluated as an integral part of other principal risks.
Being a responsible business
continued
Delivering on the recommendations of TCFD
Compliance with Listing Rule 6.6.6R(8)
Our Task Force on Climate-related
Financial Disclosures (TCFD)
reporting for 2024 is integrated
into our Annual Report, and is
consistent with the Companies
Act requirements and the London
Stock Exchange (LSE) Listing Rule
6.6.6R(8). This includes consistency
with all 11 TCFD recommendations
and their corresponding
recommended disclosures.
The disclosures are supplemented
by additional content within the 2024
Responsible Business Report. The table
below provides a cross-reference for
where this information can be found
across these documents.
To enhance our disclosure further,
we are strengthening our processes
for identifying and assessing the
impacts of climate-related risks
and opportunities across short-,
medium-, and long-term timeframes.
An update on this ongoing work will
be provided in our next Annual Report,
under strategy disclosures (b) and
(c) of the TCFD framework.
68
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Annual Report and Form 20-F 2024
TCFD section and summary of recommended disclosure
Pages
Metrics and targets:
Disclose the metrics and targets used to assess and manage relevant climate-related risks
and opportunities where such information is material
a) Disclose the metrics used by the
organisation to assess climate-related risks
and opportunities in line with its strategy
and risk management process.
See page 73.
See pages 38 to 41 for IHG’s KPIs, including our carbon footprint.
b) Disclose Scope 1, Scope 2, and, if appropriate,
Scope 3 greenhouse gas (GHG) emissions,
and the related risks.
See page 73 for our metrics and targets information.
See pages 74 to 76 for our Streamlined Energy and Carbon Reporting (SECR)
table which includes Scope 1, 2 and 3 GHG emissions.
c) Describe the targets used by the
organisation to manage climate-related
risks and opportunities, and performance
against targets.
See page 73 for our metrics and targets section.
See page 52 which outlines our Journey to Tomorrow commitments.
See page 67 of our Transition Plan which details our performance against
our carbon target.
Governance
Board oversight of climate-related
risks and opportunities
Our approach to responsible business is
driven by a culture of strong governance
and supported by robust policies.
The Board oversees all aspects of the
Group’s strategy, including in relation
to decarbonisation, and ensuring that
effective controls and risk management
systems are in place. It holds teams
accountable for managing IHG’s climate
risks and assessing performance against
climate targets.
The following Board Committees also
consider and advise the Board on risk
topics within their respective remits, all
of which encompass the consideration
of climate-related risks.
The Audit Committee
The Audit Committee is responsible
on behalf of the Board for reviewing
IHG’s climate-related risks and
opportunities as identified by
management, and ensuring that IHG
maintains robust risk management
and internal control systems covering
all material controls. The Audit
Committee also reviews the integrity
of IHG’s
financial reporting and the
potential impact of climate change
on the Group’s financial position,
and considers data validation,
assurance and controls around
all data, including non-financial
data. See pages 128 to 133 for
our Audit Committee Report.
The Responsible Business Committee
The Responsible Business
Committee advises the Board on
IHG’s responsible business strategy
and objectives, which covers climate
change within the context of our
wider Group Strategy. The Committee
provides oversight of our Journey
to Tomorrow goals, Transition Plan
and decarbonisation commitments,
including recommending and
reporting progress on carbon-related
LTIP measures to the Remuneration
Committee.
The Remuneration Committee
The Remuneration Committee
determines the remuneration
of Executive Directors, Executive
Committee and Chair of the Board and
reviews wider workforce remuneration
to ensure that this is aligned with
the interests of shareholders, the UK
corporate governance environment,
and our environmental and climate-
related goals. To further embed our
climate goals across the business and
ensure accountability at the senior
level, the Remuneration Committee, as
advised by the Responsible Business
Committee, has incorporated
measures relating to our carbon
target, into the LTIP and reports
to the Board on progress against
these measures. Find more details
of our Directors’ Remuneration
Policy at
ihgplc.com/investors/
corporate-governance/directors-
remuneration-policy
See page 73 for more details of
our metrics and targets, including
remuneration.
Management’s governance of
climate-related risks and opportunities
The management of climate-related
risks and opportunities in relation
to IHG’s objectives and plans is the
responsibility of our Executive Committee.
Specific Executive Committee sponsors
have been nominated for the principal risk
relating to climate change and day-to-day
execution is overseen by the Regional
Environment Steering Committees.
The TCFD Steering Committee has
responsibility for identifying and reviewing
potential impacts of climate-related
risks and opportunities, measuring their
impact and integrating climate scenario
analysis into our business strategy.
We introduced Regional Environment
Steering Committees in 2023 to oversee
development as well as implementation
of regional decarbonisation and
environment strategies, reflecting
the need for approaches tailored
to different geographies. The Chief
Sustainability Officer is responsible for
monitoring progress against our carbon
reduction commitment and reporting
progress to the Executive Committee
and the Responsible Business
Committee. The Audit Committee
reviews the ongoing effectiveness
of the risk management and internal
control framework.
See our Governance section on pages 111
to 177 and Board reports from pages 128 to
175 which provides detail on 2024 actions.
See page 127 for how the Board’s
competence is assessed.
See pages 64 to 67 of our Transition Plan
for details on our climate-related actions
and stakeholder engagement specific
to climate.
See pages 128 to 133 for our
Audit Committee Report.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
69
Being a responsible business
continued
Delivering on the recommendations of TCFD
continued
Strategy
With hotels in thousands of communities
all over the world, our business and brands
touch the lives of millions of people every
day. We understand that in our role as a
major global hospitality company, we have
an important part to play in addressing the
impacts of climate change. The success
of IHG over the long term depends on
the environmental and social sustainability
of our operations, the resilience of our
supply chain and our ability to manage
the potential impact of climate change
on our business model and performance.
We identify climate change as one of
our 10 principal risks, and our strategic
planning includes consideration of
the potential impacts of varied climate
conditions and policy environments.
Given our asset-light model, we believe
our strategic response to climate-related
risks is well-suited to address the identified
challenges and maximise associated
opportunities. This response is a core part
of our ‘Care for our people, communities,
and planet’ pillar of our business strategy.
Our Journey to Tomorrow programme
includes specific carbon targets and a
comprehensive decarbonisation strategy.
Risk management
Identifying and assessing IHG’s
climate-related risks and opportunities
In accordance with TCFD
recommendations, we’ve assessed
climate risks and opportunities
against (1) transition risks: related to
the transition to a low-carbon economy,
and (2) physical risks: related to the
physical impacts of climate change in
our three regions (Americas, EMEAA
and Greater China):
To assess potential transition
impacts, we have used the
International Institute for Applied
Systems Analysis’ Shared
Socioeconomic Pathways
to capture how societal, economic
and technological trends could
evolve under three selected
temperature rise scenarios.
To assess potential physical impacts,
we have aligned the temperature
rise scenarios in our analysis with
the Intergovernmental Panel on
Climate Change’s 1.5°C, 2°C and 4°C
aligned Representative Concentration
Pathways (RCPs) 2.6, 4.5 and 8.5,
respectively.
We have considered these over
the short-, medium- and long-term.
At IHG, we assess the connections
between climate-related risks and
opportunities and other principal
risks to ensure that climate change is
embedded in our risk management
processes and addressed through
our business strategy.
Determining the materiality of climate-
related risks and opportunities to IHG
Our climate analysis helps us identify
risks that could have a ‘potentially
material impact’ on IHG, meaning they
could directly affect our revenue, costs,
or reputation if we don’t take steps to
mitigate them.
When we look at climate risks and
opportunities, we consider how they
might influence our financial per
formance,
factoring in future revenue and cost
growth from our long-range strategic plan.
Our approach to materiality regarding
potential revenue or cost impacts is
consistent with what we use in our
Financial Statements.
It is important to note that much of
the data we use in our scenario and risk
analyses relies on various assumptions,
which can create uncertainties.
As data availability and quality improve,
we will gain a better understanding
of these uncertainties, helping us
assess how resilient our business is
under different climate scenarios.
We also expect that new regulatory
frameworks will generate more
comprehensive datasets, supporting
our quantification work.
While our current assessments do not
indicate any material financial impact,
the risks attached to climate change are
evolving, and these will continue to be
assessed against the Group’s judgments
and estimates.
We are committed to monitoring
changing trends and evolving climate-
related regulations in order to inform how
our climate risk responses may need to
evolve. This includes compliance with the
UK Sustainability Disclosure Requirements
when applicable.
See page 197 for critical accounting
policies and the use of judgments,
estimates and assumptions regarding
climate change. See the forward-looking
statements on page 309.
Management of climate-risks
Our risk identification and scenario
analysis considers the potential impact
on IHG’s objectives and allows for
discussion of strategic and operational
steps to enable us to build business
resilience where needed or to position
us to take opportunities presented by
the climate transition. Pages 71 and
72 outline our current management
response to the four identi
fied
potentially material climate risks and
opportunities. To enable our risks to
inform business decisions effectively,
risk reviews are conducted by the EC
and management teams and reviewed
by the Board, to align with the business
decision-making cycle. Our Risk and
Assurance team conducts regular
meetings with IHG leaders and teams
responsible for assessing and managing
risks. These conversations consider
a range of uncertainties, such as the
effect of climate change on hospitality,
and the steps being taken to reduce
IHG’s exposure, which may be relevant
to the delivery of teams’ objectives
and IHG’s success.
See pages 64 to 67 for our Transition Plan.
Climate risk time horizons
Description
Short
(1–5 years)
Our short-term horizon encompasses our financial going
concern and viability statement assessments, along with
our budget-setting timeline. Our hotel energy performance
targets are also aligned to this timeframe.
Medium
(6–15 years)
Our medium-term time horizon reflects our 10-year responsible
business plan, Journey to Tomorrow, and our climate-related
targets. It also reflects our time horizon 
from a strategic
planning perspective.
Long
(16–30 years)
A long-term time horizon of up to 30 years aligns with national
government policy and regulatory timeframes: for example,
the UK’s 2050 net-zero target and global climate agreements.
It also reflects the longer-term nature o
f the contracts we sign
with our owners.
See page 28 for an overview of IHG’s
four strategic priorities, including ‘Care for
our people, communities and planet’.
See pages 44 to 51 for details on how
we evaluate principal risks, including
climate change.
See how the Board considered strategic
and operational matters on page 124.
See metrics and targets on page 73
for information on IHG’s capital allocation.
70
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Annual Report and Form 20-F 2024
IHG’s potentially material climate-related risks and opportunities, if unmitigated
Risk/opportunity
description
Unmitigated potential
risks and opportunities
IHG’s risk management and strategic
response to build business resilience
Risk/opportunity 1:
IHG’s ability to decarbonise in line with stakeholder expectations
Potential short-
term (1–5 years)
impact under a
1.5°C scenario,
if unmitigated
Reputational:
If IHG fails to decarbonise in line with
stakeholder expectations, there is a potential short-
term reputational risk, particularly under 1.5°C. This
risk could extend into the medium to long term if IHG’s
decarbonisation progress lags behind competitors.
Conversely, performing better than our peers could
bolster IHG’s reputation for sustainability. Under a 4°C
scenario, the reputational risk diminishes as broader
failure to meet targets becomes more common.
Market:
Increasing investor expectations for
low-carbon progress could disadvantage IHG if we
fail to demonstrate sufficient progress. Misalignment
with hotel owners on decarbonisation plans could
also create challenges.
Policy and legal:
The ability of governments to
align their policies and plans to their climate change
commitments will determine what speed IHG
can decarbonise.
Our decarbonisation efforts are embedded within IHG’s
strategic priority to ‘Care for our people, communities,
and planet’.
We are actively engaging with our stakeholders, being
transparent in our reporting, and taking meaningful
actions based on those emissions we have most
direct control over.
Our programmes will require time to scale and the
actions we are taking today will improve operational
efficiency of our buildings and prepare us for
accelerated decarbonisation once local market factors,
such as renewable energy support for electricity grids,
are more favourable.
Our decarbonisation strategy and Transition Plan,
outlined on pages 64 to 67
,
detail our actions,
dependencies and progress towards our
decarbonisation target.
Risk/opportunity 2:
Changing consumer preferences towards sustainable travel
Potential short-
term (1–5 years)
impact under a
1.5°C scenario,
if unmitigated
Market:
Growing demand for sustainable travel
could impact IHG’s financial per
formance. The effect
could be either positive or negative, depending on
IHG’s ability to adapt to these changing preferences.
The impact could be more material under a 1.5°C
scenario, than 2°C, and 4°C.
We have undertaken additional analysis this year
to better understand the potential financial impact
on IHG. This has included segmenting our customer
base and assessing how risk levels would vary. Our
findings have shown that the greatest risk is among our
corporate customers, as many have publicly committed
to reducing their carbon footprint. However, business
travel emissions do not currently account for a material
percentage of our corporate clients’ overall emissions
profile and there
fore are not typically expected to
be a significant lever in reaching their carbon targets
at this time. Additionally, it is not yet clear whether and
to what extent carbon offset programmes will be used
by corporate clients to facilitate a level of necessary
business travel while still enabling them to achieve
their overall carbon reduction ambitions.
We are committed to reducing the environmental
impact of our hotels by providing training, tools,
and resources, alongside fostering innovation through
cross-industry partnerships. We work with owners to
unlock commercial value from these initiatives and,
whether for business or leisure, we aim to offer a
sustainable stay as part of the IHG guest experience.
In 2024, we launched our Low Carbon Pioneer
programme, continued to promote our Greener Stay
initiative, supported hotels with third-party sustainability
certifications and continued our Meeting
for Good
programme, addressing demand for sustainable
options.
We acknowledge the need to analyse other
components of this risk to determine its overall
materiality, including corporate and leisure consumer
preferences for sustainable stays. While we cannot
discount the risk of leisure travellers making more
sustainable travel choices, there is currently insufficient
evidence to suggest that this is a significant
factor in
decision-making. As more data becomes available,
we will explore other components of this risk and
continue to refine our assumptions and modelling
of the medium and long-term risk.
See page 65 for more on our Low Carbon
Pioneer programme.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
71
Being a responsible business
continued
Delivering on the recommendations of TCFD
continued
Risk/opportunity
description
Unmitigated potential
risks and opportunities
IHG’s risk management and strategic
response to build business resilience
Risk/opportunity 3:
Increased frequency and severity of extreme weather events
Potential long-
term (16–30
years) impact
under a 2°C and
4°C scenario,
if unmitigated
Acute:
Rising global temperatures and the resulting
increase in the frequency and severity of extreme
weather events creates an inherent risk of disruption
to IHG hotel operations, worsening under a 4°C
scenario. Disruptions from such events could impact
hotel revenues (and the fee income received by IHG),
potentially reducing the appeal of the hotel industry
to owners in specific locations. Additionally, IHG may
face reputational risks if we do not respond effectively
to these events or provide adequate support to
affected owners and communities.
Hotel-level analysis conducted in 2023 indicates
that there could be significant increases in incidences
of severe storms in the US, China, and Southeast Asia
by 2050. Whilst these could impact revenue and owner
returns at individual hotels, our preliminary financial
analysis to date suggests that our asset-light franchise
model and geographical diversity means that, on an
aggregated basis, this risk is unlikely to have a material
financial impact to IHG at the Group level.
In 2024, we started further analysis to understand how
certain acute physical risks might change in the future
and how they could impact our operations. This work
is still ongoing.
We have an enterprise-wide approach to business
resilience planning that includes identifying risks,
ensuring readiness, responding effectively, and
facilitating recovery from operational disruptions.
We support our hotels and surrounding communities
in the aftermath of natural disasters through our
humanitarian aid partners, Disaster Colleague
Assistance Fund, and natural disaster guides.
Our regional teams use physical climate risk data
to inform and support their environment work.
For more information on our disaster response efforts,
see page 21 of our 2024 Responsible Business Report.
Further information about how the Board considered
supply chain and procurement is on page 50 and our
responsible procurement activities on page 80.
Risk/opportunity 4:
Significant changes in long-term weather patterns
Impact to be
determined
Chronic:
As global temperatures rise, chronic physical
risks, such as persistent changes in weather patterns,
are expected to intensify, particularly under higher
temperature scenarios. These changes could lead
to higher operating costs for hotel owners, shifts in
customer travel patterns and disruptions in resource
availability due to population migration and supply
chain disruption. These may impact IHG’s financial
performance and growth potential in certain markets.
Our analysis identified that IHG’s hotel locations are
more exposed to long-term persistent chronic climate
risks than to short-term acute shocks. Significant risks
include heat stress in Southeast Asia, the UAE, China,
and India, and water stress in regions such as the US,
China, Australia, Mexico, and Saudi Arabia. Extreme
temperature, prolonged heatwaves and heavy rainfall
are expected to increase under a 4°C scenario (RCP 8.5)
to 2030 and 2050.
In 2024 we started additional analysis to improve
our understanding of the signi
ficance o
f this chronic
risk. We have focused on the potential impact of
long-term temperature change on energy usage in
hotels through increased and/or cooling demands.
This work is ongoing.
We support our hotel owners in implementing
efficient building practices, including energy and water
efficiency and the use of renewable energy sources,
to reduce reliance on resources and strengthen hotel
resilience. In water management, we guide owners
on adhering to brand standards for efficiency, such
as installing low-flow fixtures. In drought-affected
areas, hotels are bound by local water restrictions,
with examples of hotels implementing desalination
and engaging with nature and local communities.
Our regional teams use physical climate risk data to
inform and support their environment work and are
continuing to assess the effects of water stress at
the hotel level.
See pages 34 to 37 of our 2024 Responsible Business
Report for more detail on our Journey to Tomorrow water
commitments and performance monitoring.
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Annual Report and Form 20-F 2024
Metrics and targets
To help us manage our climate-related
risks and opportunities, we have
developed metrics and targets in line
with TCFD recommended disclosures.
Where determination of supplemental
metrics and targets are still in progress,
or we do not consider the category to
be relevant to IHG, we have provided
details below.
GHG emissions and progress
against SBT
We use our carbon footprint,
calculated as absolute GHG emissions
using the GHG Protocol Corporate
Accounting and Reporting Standard
methodology, to track progress against
our decarbonisation strategy and
our 2030 carbon reduction target
(see pages 64 to 67 for more details
on our progress against this target).
Details of our strategy, challenges and
dependencies for IHG to meet this
target are also detailed on page 66
of our Transition Plan.
We also track our year-on-year absolute
GHG emissions performance against
our 2019 baseline, along with our carbon
intensity metrics, which can be found
in our Streamlined Energy and Carbon
Reporting on pages 74 to 76.
A breakdown of our GHG emissions,
intensity metrics and methodology can
be found on pages 75 and 76 in our
Streamlined Energy and Carbon Reporting
(SECR).
Our Scope 3 risks can be found in the
dependencies section of our Transition
Plan on page 66.
Remuneration
To support our broader growth strategy,
as well as our decarbonisation strategy
and transition opportunities, we have
embedded carbon metrics that focus
on supporting owners to reduce energy
costs and drive better hotel performance
into executive remuneration under
the Directors’ Remuneration Policy.
Our Executive Directors and other senior
leaders LTIP include targets relating
to the integration of ECMs into brand
standards across new-build and existing
hotels. We track these measures during
the cycle and we report on achievement
in our Directors’ Remuneration Report
at the end of each cycle.
For more details of our Directors’
Remuneration Policy see
ihgplc.com/
investors/corporate-governance/
directors-remuneration-policy
See pages 138 to 175 for more on
our Directors’ Remuneration Report
and 2024/26 LTIP cycle.
Capital deployment
Given the asset-light nature of our
business model, we do not consider
IHG capital deployment to be a
material lever for managing our
climate-related risks and opportunities,
or for implementing our Transition Plan.
For our owned, leased and managed
leased hotels in UK, Europe and the US,
costs for energy efficiency and carbon
reduction are included within our five-
year capital plan.
Internal carbon pricing
Given that a large portion of our
emissions stem from our franchised
estate, where our control is limited, we
have determined that a conventional
internal carbon price would not be
the most impactful decarbonisation
mechanism. Consequently, our efforts
are directed toward more suitable
mechanisms, as outlined in our
Transition Plan on pages 64 to 67.
External carbon price
Our revenue-based fee structure
largely insulates us from exposure
to carbon pricing legislation. However,
we recognise that hotel owners may
bear a substantial proportion of any
potential carbon costs. To help maintain
the long-term appeal of their hotels
as investments, we actively support
them in decarbonisation efforts.
Transition risk and opportunities
We track the year-on-year performance
of our GHG emissions as our key
metric and manage these risks using
our carbon reduction target and
associated decarbonisation strategy
as outlined on pages 64 and 65
of our Transition Plan.
We also use bespoke hotel-level energy
reduction metrics and targets, as well
as our remuneration targets, to drive
the uptake of ECMs across our estate.
Other environmental indicators help
us to assess our performance against
peers, including energy, renewables
and water and waste data. However,
these metrics are currently used for
internal monitoring purposes only
as we continue to work to improve
our data accuracy.
We will explore further potential metrics
that may be relevant for IHG to monitor
and manage our climate-related
opportunities and will disclose these
when appropriate.
See our environmental performance data
on pages 46 to 52 of our 2024 Responsible
Business Report.
Physical risks
We have identified the acute and chronic
physical risks facing IHG’s current and
upcoming hotel locations and we are
now in the process of developing key
internal metrics to effectively monitor
these risks, which will be disclosed
in future reports.
See risk table on page 72 for details of
the physical risks IHG is most exposed to.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
73
Energy Use (MWh)
2024
2023
2019 (baseline)
Global
UK
Global
UK
Global
UK
Managed hotels,
owned, leased
and managed
lease hotels and
corporate offices
Fuel from boilers, furnaces,
generators and company-owned
vehicle fuel
1,799,167
26,796
1,832,591
28,411
1,808,870
32,991
Electricity, heat steam and cooling
(from non-renewable sources)
4,380,270
4,041,486
3,519,282
1,228
Validated renewable electricity
a
157,093
33,635
130,211
31,405
120,373
27,461
Franchised hotels
Fuel from boilers, furnaces
and generators
3,284,796
275,086
3,331,516
276,669
3,341,608
304,243
Electricity, heat steam and cooling
(from non-renewable sources)
5,361,021
261,125
5,084,420
248,837
4,910,854
281,504
Validated renewable electricity
a
51,585
896
54,771
865
43,940
718
Global
Total energy use
15,033,932
597,538
14,474,995
586,187
13,744,927
648,145
a. Renewable energy purchased or generated by hotels or corporate offices which have provided evidence of a Renewable Energy Certi
ficate.
Note: renewable energy use from hotels that do not provide evidence will not be accounted for as renewable.
Global GHG emissions (tCO
2
e)
2024
2023
2019 (baseline)
Global
UK
Global
UK
Global
UK
Managed hotels,
owned, leased
and managed
lease hotels and
corporate offices
Scope 1 (fuel from boilers,
furnaces, generators and company-
owned vehicle fuel)
359,349
4,961
373,652
5,208
378,110
6,023
Scope 2 (electricity,
heat, steam and cooling)
market-
based
2,187,060
70
2,014,601
65
1,846,670
10,471
Scope 2 (electricity,
heat, steam and cooling)
location-
based
2,225,936
7,035
2,037,390
6,568
1,852,422
7,406
Scope 3 FERA (fuel and energy
related activities)
582,181
2,501
541,528
2,614
484,407
2,343
Franchised hotels
Scope 3 Franchise
2,823,595
144,748
2,688,267
140,677
2,844,304
162,341
Scope 3 Franchise FERA
591,022
24,709
561,956
23,979
552,908
23,157
Global
Total market-based GHG emissions
6,543,207
176,989
6,180,004
172,543
6,106,399
204,335
The following table shows our annual
GHG performance and accounts
for both our GHG emissions and
energy use in the UK and globally,
in accordance with the Streamlined
Energy and Carbon Reporting (SECR)
requirements.
Every IHG hotel is required to report
their monthly energy consumption and
each one is assigned an annual energy
reduction target which is integrated
into hotel-level metrics and key
performance indicators.
This year, we launched the Low Carbon
Pioneers programme, an industry-first
initiative that brings together energy-
efficient hotels that do not combust
fossil fuels on-site and are backed by
renewable energy. We also updated
our Green Engage environmental
platform, introducing a more intuitive
reporting dashboard that helps hotels
track their performance, and we
embedded energy efficiency measures
into our brand standards in areas such
as kitchens, heating and cooling, and
swimming pools.
More details of our global actions to
reduce carbon and energy can be found
in our Transition Plan on pages 64 to 67
alongside our carbon performance.
See our transition plan on pages 64 to
67 for more information on our SBT and
progress and page 41 for more information
on our carbon KPI.
Being a responsible business
continued
Streamlined Energy and Carbon Reporting (SECR)
74
IHG
Annual Report and Form 20-F 2024
Global GHG intensity metrics (tCO
2
e)
2024
2023
2019
Global
UK
Global
UK
Global
UK
Managed hotels,
owned, leased
and managed
lease hotels and
corporate offices
Total gross revenue ($m)
a
12,229
288
11,593
258
11,952
310
Scope 1 + 2 per total gross
revenue ($000)
a
0.2082
0.0175
0.2060
0.0204
0.1861
0.0532
Scope 1 + 2 per available
room night
0.0116
0.0015
0.0114
0.0018
0.0129
0.0081
Franchised
hotels
b
Scope 3 Franchise per
available room night
0.0057
0.0041
0.0056
0.0040
0.0069
0.0048
Global
c
Total GHG emissions per
available room night
0.0092
0.0046
0.0090
0.0045
0.0104
0.0057
a. Denominator is total gross revenue (TGR) associated with our managed hotels, owned, leased, managed lease hotels only (figure also provided on page 87).
b. Excludes FERA emissions.
c. Global includes all GHG emissions aligned to SBT (incl. Managed FERA and Franchised FERA emissions).
Additional mandatory disclosures (out of scope of SBT)
2024
2023
2019
Global
UK
Global
UK
Global
UK
Energy – from business mileage in employee-owned
vehicles (MWh)
205
205
Total energy use including business mileage
in employee-owned vehicles (MWh)
15,034,137
597,743
14,474,995
586,187
13,744,927
648,145
GHG emissions – from business mileage in
employee-owned vehicles (tCO
2
e)
50
50
Total market-based GHG emissions including business
mileage in employee-owned vehicles (tCO
2
e)
6,543,257
177,039
6,180,004
172,543
6,106,399
204,335
Statement of data
methodology
IHG’s methodology for collecting
and reporting energy, carbon and
water data focuses on consistency,
transparency, and accuracy. By following
established standards and best
practices, we aim to give a clear picture
of our energy and water use and carbon
emissions, which will help us make
informed decisions and plan effectively.
In 2024, a review of the data
methodology was conducted to
implement improvements in reporting
and reduce the amount of estimation
by moving the process in-house.
These improvements have been applied
to both current and historical data,
including our 2019 baseline in line with
our restatement methodology on
page 76. This statement outlines the
sources of data, how we will collect it,
the method for calculations, and the
reporting processes used for the period
1 January 2024 to 31 December 2024.
Data collection and validation
Hotels and corporate sites are required
to enter monthly energy consumption
data into our online environmental
management system, IHG Green
Engage™. Sample data is validated by
our internal teams using hotel utility bills
or evidence of meter readings.
Missing and outlier data points
are replaced with an average of an
individual hotel’s data. If not available,
averages from similar hotels within
the brand group, climate zone, or
region are used.
Current-year December data is
estimated based on average values
from the previous December. Any
differences between estimated
and actual data will be incorporated
in next year’s restated inventory.
Renewable electricity is only accounted
for where the corresponding Renewable
Energy Certificates or energy contracts
are available, stating that the purchased
electricity is 100% renewable. We only
include data that is validated by internal
teams and a trusted third-party
verification provider, ensuring the
integrity of our claims. The importance
of improving our reporting processes
has been recognised and efforts are
being made to validate an even greater
share of renewable energy across
our hotels.
Note: Data from our Exclusive Partner brand
(i.e. Iberostar Beachfront Resorts) are not included
in our environmental data (or in the above tables).
Calculating GHG emissions
To calculate GHG emissions (CO
2
, N
2
O,
CH
4
, HFCs), the GHG Protocol Corporate
Accounting and Reporting Standard
is used under the operational control
approach. The most recent emissions
factors are used from sources including
IEA, USEPA, and DESNZ*, with all
emissions reported in metric tonnes
(tCO
2
e).
Emissions reporting aligns with IHG’s
science-based target, focusing on
material emissions approved by the
Science-Based Targets initiative (SBTi).
Scope 3 emission categories included
Category 14 Franchises and Category
3 FERA.
In accordance with SECR regulations,
IHG also reports UK emissions
(Scope 3, Category 6) from business
travel related to emissions from the
transportation of employees for
business-related activities in vehicles not
owned or controlled by IHG. At present,
the methodology does not cover
broader Scope 3 categories but work
is underway to develop a methodology
for measuring these wider Scope 3
greenhouse gas emissions.
*IEA: International Energy Agency, USEPA:
United States Environmental Protection Agency,
DESNZ: Department for Energy Security and
Net Zero (UK).
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
75
Being a responsible business
continued
Streamlined Energy and Carbon Reporting (SECR)
continued
Emissions scope definitions
Scope 1 emissions are direct GHG
emissions from the combustion
of fuels on-site, in company-owned
vehicles and from refrigerant losses
from our managed, owned, leased
and managed lease hotels and
corporate offices.
Scope 2 emissions are indirect
GHG emissions generated by the
energy purchased or acquired by
our managed, owned, leased and
managed lease hotels and corporate
offices. A market-based method has
been used to calculate total GHG
emissions as this aligns with our
SBT, however we have also reported
Scope 2 location-based emissions
for reference in the table.
Scope 3 emissions are indirect
GHG emissions that occur in IHG’s
value chain. The Scope 3 emissions
included within our SBT are material
to IHG in accordance with the SBTi
criteria. This includes Category
3 (FERA) from IHG’s managed,
owned, leased and managed lease
hotels and corporate offices, as well
as Category 14 (Franchises), which
includes the Scope 1 and 2 market-
based emissions of our franchised
hotels’ energy consumption and
their Scope 3 FERA.
External verification
Each year we obtain third-party
verification over our energy and
carbon data to ISO 14064-3 to a
limited level of assurance veri
fication.
Restatement methodology
Restatements may be necessary
due to the following reasons:
Methodology change:
Adjustments in
calculation methods or enhancements
in the accuracy of emission factors
or activity data that lead to a material
impact on the reported data.
Corrections:
The identification o
f
material errors, with a threshold of +/-5%,
or a series of cumulative errors that
collectively have a material impact
on the data.
Structural change:
If we undergo a
structural change affecting the scope
of our reporting in future periods,
we will recalculate the baseline for
target-related data and any other
relevant data to ensure consistent
performance monitoring. IHG’s system
size is continually changing as new
hotels enter our system. As a result,
we restate our emissions annually to
include conversion hotels that were
operational in previous years but
not recorded in IHG’s system.
Our carbon, energy and water data
has been verified by a third party, the
verification statements can be
found
at
ihgplc.com/responsible-business/
reporting
76
IHG
Annual Report and Form 20-F 2024
Our culture shapes our actions and provides the foundation
for how we behave responsibly, guiding us in our mission
to deliver True Hospitality for Good.
Our culture – where our values
lead us to act with integrity
Our values
Our structure
and governance
The IHG Board holds the ultimate
responsibility for ensuring that our
culture and working methods align
with our purpose and strategy.
Throughout the year, the Board and
its Committees receive updates,
presentations, and reviews of metrics,
reports, and scorecards related to the
progress of our strategic priorities, all
viewed through the lens of governance
and culture.
The Board actively challenges and
supports the Group’s senior leaders,
especially when there is a need to
adjust policies or initiatives to maintain
the alignment between strategy
and culture.
The Board delegates the day-to-day
responsibility of shaping and embedding
the Company culture to the CEO, who,
along with the Executive Committee
(EC), sets the tone from the top in
fostering a workplace environment
that encourages openness, honesty,
and empowers employees to provide
feedback and raise concerns. The EC
is responsible for executing the Group’s
strategy and keeping the Board updated
on both the Group’s operations and
its workplace culture.
IHG’s hotel development and
operations are organised on a regional
basis (Americas, EMEAA and Greater
China) and are supported by global
functions in the key areas of Marketing,
Commercial and Technology, Finance,
Human Resources, Corporate Affairs, and
Business Reputation and Responsibility.
The management of regional and global
teams is structured into leadership
teams, each responsible for executing
IHG’s strategic priorities in alignment
with the Group’s culture and values.
Decisions regarding hotel developments
and capital expenditures go through the
relevant deal approval and expenditure
committees, in accordance with the
Group’s Global Delegation of Authority
Policy (DOA). The DOA outlines the
controls for
financial commitments
and expenditure approvals.
For commitments exceeding
specified thresholds or certain types
of proposals, approval from the
Group’s Capital Committee is required,
which reports to the EC. The Group’s
corporate legal structure consists
of over 350 subsidiaries worldwide,
providing the legal framework
necessary to support the Group
in entering into contracts and
making commitments.
Information on the Board’s monitoring
and assessment of our culture is included
on page 124.
Our values, championed by the Board and Executive Committee,
shape our behaviours and business ethics, guiding the way we execute
our strategy, make decisions, and ful
fil our purpose.
Do the
right thing
Show
we care
Aim
higher
Celebrate
difference
Work better
together
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
77
Being a responsible business
continued
Our culture
continued
Code of Conduct
and related policies
IHG’s Code of Conduct (Code)
sets the standard for how we do
business at IHG, and underpins
our commitment to providing True
Hospitality for Good. The Code
seeks to enable colleagues to make
the right decisions, in compliance
with the law and IHG’s expectations
about conduct. The Board, EC and all
colleagues working in IHG corporate
offices, reservation centres, managed,
owned, leased and managed lease
hotels must comply with the Code.
We expect those we do business with,
including our franchisees, to uphold
similar principles and standards.
The Code is reviewed and approved
by the Board on an annual basis, and
is supported by annual e-learning
requirements. We continue to enhance
our engagement and measurement
approaches. We monitor and assess
how our values are being embedded
into our culture through a variety
of methods, such as through direct
engagement, employee engagement
surveys, tracking of e-learning
completion and our confidential
reporting hotline.
The Code contains an overview of
our values and Group-level policies,
including those relating to human
rights, respect in the workplace, equal
opportunities, accurate reporting,
information security, anti-bribery and
corruption, and the environment. It also
provides guidance on how colleagues
can raise concerns or seek further help.
Additional detail regarding other
areas of the Code, such as our
commitment to creating a culture
of inclusion is on pages 55 and 56.
Initiatives to respond to legal
and regulatory uncertainties and
ethical and social expectations
are on page 49.
IHG’s Code of Conduct is available in
14 languages on the Company’s intranet
and at 
ihgplc.com/en/investors/
corporategovernance/code-of-conduct
Speaking up
A core component of our people
culture is respect in the workplace.
IHG has zero tolerance to any form of
discrimination, harassment or bullying,
in line with our Respect in the Workplace
Policy. While we uphold our responsibility
to behave ethically and protect IHG’s
reputation, it is possible that in limited
instances, a colleague may act in a way
that conflicts with the principles set out
in the Code. Guidance is given to report
concerns directly to line managers,
supervisors or local HR representatives.
A confidential reporting hotline and
online reporting facility are available
and globally advertised. Concerns can
also be reported to the Head of Risk
and Assurance or the General Counsel
and Company Secretary. The Board
routinely reviews summaries of reported
concerns and ensures that processes
are in place for investigations and
follow-up.
Safety and security
IHG is dedicated to ensuring a safe,
secure, and healthy environment
for all colleagues, guests, and visitors.
All operations must adhere to relevant
health, safety, and security laws. In addition
to legal compliance, IHG proactively
seeks opportunities to enhance the
management of safety and security risks,
implementing mandatory Brand Safety
Standards across all hotels worldwide to
ensure consistency. Initiatives addressing
safety and security risks can be found
on page 50.
Bribery and corruption
IHG is committed to operating with
integrity. Colleagues are not permitted
to engage in bribery or any form of
financial crime, including
fraud, money
laundering, violations or circumvention
of economic and trade sanctions and tax
evasion or the facilitation of tax evasion.
This standard also applies to agents,
consultants and other service providers
who do work on our behalf.
Our Anti-Bribery Policy sets out our zero
tolerance approach and is applicable
to all Directors, EC members, employees
and colleagues in managed, owned,
leased and managed lease hotels. It is
accompanied by anti-bribery content
in our mandatory Code of Conduct
e-learning module.
Our Gifts and Entertainment Policy and
guidance further support our approach
in this area.
Initiatives to respond to legal, regulatory,
ethical and compliance risks are more
broadly discussed on page 49.
IHG is a member of Transparency
International UK’s Business
Integrity Forum.
Handling information responsibly
We are committed to ensuring that
guests, loyalty programme members,
colleagues, shareholders, owners and
other stakeholders trust the way we
manage data. As part of our privacy and
information security programmes, we
have standards, policies and procedures
in place to manage how personal data
can be used and should be 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. This year
we held tabletop exercises to practise
our ability to detect and respond to
potential security events.
We continue to develop our privacy
and security programmes to address
evolving requirements and take
account of developing best practice.
The Board regards cybersecurity
as a critical business discipline and
it regularly receives updates on the
Group’s cybersecurity risk management
and control arrangements.
See page 48 for further detail on uncertainties
relating to data and information usage,
storage, security and transfer.
Our behaviours
By demonstrating our growth
behaviours, our leaders and employees
create an environment that encourages
high performance, while operating
responsibly in a way that helps us
achieve our strategic priorities and
purpose. Our policies, communications,
learning programmes and performance
management processes reflect these
behaviours, ensuring they act as a
compass for how we do things and help
us create an inclusive culture for all.
78
IHG
Annual Report and Form 20-F 2024
Human rights
An integral part of our global approach
to responsible business is to drive
respect for and advance human rights
in accordance with internationally
recognised standards. Our Human
Rights Policy sets out our commitment to
respect the human rights of all individuals
impacted by our business activities –
our guests, our colleagues, workers in
our supply chain and the communities in
which we operate – and our expectation
that those with whom we do business
– including our suppliers, owners, and
franchisees – uphold similar standards.
We seek to advance human rights by
working with others to strengthen our
practices and address common industry
challenges, including through our
membership of the World Sustainable
Hospitality Alliance.
This year, teams across the business
continued to collaborate to gain a deeper
understanding of how our salient human
rights are being identified and to address
findings o
f our 2023 global human
rights assessment.
Driving compliance with IHG’s Responsible
Labour Requirements (RLRs) across our
managed, owned, leased and managed
lease estate remains a priority for the
human rights programme.
In 2024, we launched new e-learning
on responsible recruitment and labour
practices to build internal capabilities to
identify and address common risks faced
by migrant workers during recruitment
and working in hotels. We also conducted
on-site assessments including direct
worker engagement, with selected hotels
to evaluate implementation of the RLRs
and to better understand current practices
and common challenges.
Action plans to address areas for
improvement, as well as learnings
to further enhance the RLRs, are
in development.
In 2024, we also completed a review
of our con
fidential reporting hotline to
ensure alignment with the effectiveness
criteria outlined in the UN Guiding
Principles on Business and Human
Rights and continued to strengthen
human rights due diligence in our
supply chain.
For further details on our human
rights progress, please see page 17
of our Responsible Business Report
and our Modern Slavery Statement.
Section 172 statement
Details 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 124 to 125.
Further details can be found throughout the Strategic
and Governance Reports, including in our key stakeholder
engagement disclosures on pages 42 and 43.
Non-financial and sustainability
information statement
Non-financial and sustainability in
formation, produced
to comply with sections 414CA and 414CB of the
Companies Act 2006, including a description of policies,
due diligence processes, outcomes and risks and
opportunities can be found as set out below. Internal
verification and disclosure controls apply to all in
formation
covered in these areas.
Impact of the Company’s activities on the environment
on pages 52 to 63, 68 to 73, and 74 to 76.
Social matters on pages 58 and 59.
Anti-corruption and anti-bribery matters on page 78.
Employee matters on pages 53 to 57, 125, 139, 142 to 143
and 165 to 166.
Respect for human rights on page 79.
A description of the Group’s business model
on pages 22 to 27.
The Group’s principal risks on pages 46 to 51.
The Group’s KPIs on pages 38 to 41.
See our relevant policies at
ihgplc.com/responsible-business
Climate-related financial disclosures
In accordance with Section 414CB of the UK Companies
Act 2006, the required climate-related financial in
formation
disclosures can be found integrated throughout the Strategic
Report, primarily in the TCFD report on pages 68 to 73.
Reporting requirements
Page
a) Group’s governance for assessing
and managing climate-related risks
and opportunities
69 and 122
b) How climate-related risks and
opportunities are identified, assessed
and managed
70 to 72
c) How processes for identifying, assessing,
and managing climate-related risks
are integrated into the overall Group
Risk Management
70 and
44 to 51
d) Description of climate-related risks
and opportunities, and time periods
over which they are assessed
70 to 72
e) Impact of the climate-related risks and
opportunities on the Group’s business
model and strategy
71 to 72
f)
Analysis of the resilience of the
Group’s business model and
strategy (climate-related scenarios)
70
g) Targets used by the Group to manage
climate-related risks and to realise
climate-related opportunities
73
h) Key performance indicators (including basis
of calculating) used to assess progress
against targets identified under (g)
41 and
74 to 76
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
79
Being a responsible business
continued
Our culture
continued
Responsible procurement
Growing our business innovatively and
sustainably, while working to the highest
standards of business conduct, plays
a crucial role in our supplier selection
processes and in how we continue to
work with our existing suppliers. We are
committed to working with suppliers
who meet our ethical standards and
also share the values of our responsible
business plan – Journey to Tomorrow.
What we do already
Our supply chains are split between hotel
and corporate spend. Hotel procurement
predominately occurs at the local level
because our hotels are primarily owned
by independent third-party franchisees
responsible for managing their own
supply chains.
In key markets the IHG Global
Procurement team has created
procurement programmes for
certain goods and services related
to building, opening, renovating and
operating a hotel, which hotels and
owners can leverage. Our corporate
supply chain covers expenditure areas
such as technology, office buildings
and facilities management, marketing
and professional services.
To help manage and monitor our
corporate supply chain Enterprise
Procurement Policy, a Centralised
Purchase Order Desk and a Purchase
Order system is in place to govern
and oversee third-party corporate
expenditure. We continue to roll out
our procure-to-pay systems to support
owned, leased and managed hotels in
key markets. Several global technology
and outsourcing providers have
been identified as strategic supplier
relationships given the nature of their
services. IHG engages with these
suppliers to harness innovation, provide
customer service, manage risk, and
promote value realisation.
We continue to integrate responsible
business pre-contract criteria in our
supply chain due diligence activities.
To ensure that suppliers operate with
the same integrity and respect as we do,
IHG requires new corporate suppliers
to confirm their acceptance o
f the IHG
Supplier Code of Conduct (Supplier
Code) at the onboarding stage or
demonstrate that they have equivalent
policies in place.
At the end of 2024, 100% of new suppliers
had signed the Supplier Code. It is also
a contractual requirement for centrally-
negotiated programmes from which our
hotels can purchase.
Recommended sourcing guidance is
additionally provided to managed and
franchised hotels when purchasing locally.
Our new source-to-contract management
technology solution contains a supplier
management module enriched with
additional data feeds to provide a broader
view of the supplier, including better
visibility of IHG’s focus areas such as labour
practices, sustainability, and financial risks.
IHG continues to comply with the statutory
reporting duties on payment practices
and performance.
Corporate and hotel supply activities
are driven by our Global Procurement
strategy and guided by our responsible
business agenda, with oversight from
IHG’s Responsible Business Committee.
In 2024 we continued to build our risk
programmes with refreshed risk pro
files
based on IHG’s material supply chain
risks. Recognising that global supply
chain risks go beyond Procurement,
we continue cross-functional
collaboration through the Supply
Chain Risk Leadership Council.
What we achieved in 2024
We advanced our digital procurement
strategy, implementing a new, source-
to-contract system and a new financial
risk rating tool which provides improved
insight across both public and private
suppliers, helping us better assess
supplier financial risk.
We have matured and automated our
approach to supplier due diligence,
incorporating a revised due diligence
questionnaire into our new digital
procurement system, covering both
environmental and human-rights
related topics.
This year, we have introduced an updated
Responsible Sourcing Guide for our
suppliers and wider Global Procurement
function that includes a set of relevant
third-party certifications and guidelines
by commodity, intended to support and
educate our suppliers in high-risk supply
chain operations.
As a founding member of the Hospitality
Alliance for Responsible Procurement
(HARP), facilitated by EcoVadis, we
leveraged this partnership to develop and
deliver a comprehensive Decarbonisation
learning plan for high-emitting suppliers.
After an EcoVadis benchmarking exercise,
we expanded platform usage with new
usage criteria for suppliers, increased
the number of supplier invitations
and increased scope to include both
hotel and corporate suppliers.
To date, we have requested 188
suppliers globally to participate in the
EcoVadis sustainability assessment.
This year we further developed
the programme by beginning to
work with suppliers to improve their
sustainability performance through
identifying, issuing and developing
corrective action plans.
We commenced a supply chain
engagement exercise to learn more
about transparency in the supply chain.
Surveys were distributed in 2024 and
learnings will be addressed in 2025.
In 2024, we began collaborating with a
leading third party to pilot supplier audits
in AMER and EMEAA, focusing on labour
and environmental practices. This builds
on the existing on-site supplier audit
programme in Greater China.
What’s to come
Next year, we will further establish
our collaborative relationships within
the HARP network and plan to support
suppliers’ capabilities to address Human
Rights risks in their supply chains.
We will initiate a review of both
our Procurement Policy and Supplier
Code of Conduct to align with our
two-year review cycle for these crucial
governance documents.
Working in collaboration with our
suppliers, we will continue to strengthen
our approach to ongoing supplier
due diligence. We will complete our
pilot of a supplier audit programme to
support our supply chain engagement
exercise initiated this year.
In 2025, we will continue the ongoing
deployment of integrated procure-to-pay
systems in managed hotels. This initiative
aims to build upon the existing
foundations to enhance our current
deployments and expand coverage
to additional markets.
We will remain committed to promoting
the implementation of sustainable
solutions that align with our Journey to
Tomorrow commitments and enhance
hotel supply chains for ECMs. Additionally,
within the framework of HARP, we will
continue to collaborate with our identified
suppliers to provide education and
training on carbon reduction.
80
IHG
Annual Report and Form 20-F 2024
Chief Financial Officer’s review
“We delivered strong
results on all components
of our growth algorithm,
building on our proven track
record of driving growth
and shareholder returns.”
Michael Glover
Chief Financial Officer
In 2024, increased demand led
to continued RevPAR growth, and
we further expanded our estate
globally. These factors combined
with changes to System Fund
arrangements, which lowered the
loyalty assessment fee that owners
pay into the System Fund, and the
new co-brand credit card agreements,
resulted in solid revenue growth.
Sustained fee margin
a
expansion
drove increased profitability, and
our well-established cash-generative
business model and strong balance
sheet resulted in over $1bn returned
to shareholders, while continuing to
support investment for future growth.
Trading performance
We continued to position IHG as the
preferred choice for guests and owners
by further strengthening our loyalty
and technology platforms, expanding
our estate into new markets and
improving owner economics.
Strong Groups, Business and Leisure
demand supported global RevPAR
growth of 3.0%, driven by increases
in both rate and occupancy.
Although performance varied by
quarter across all regions, full year
RevPAR in the Americas and EMEAA
increased compared to 2023, while
Greater China decreased having been
impacted by prior year comparatives
and shifts in demand mix, including the
expansion of outbound leisure travel.
System growth
The strength of our brands and
enterprise contributed to gross system
growth of 6.2%.
Conversions represented around
half of openings and signings.
In the year, 106.2k rooms were signed,
including 17.7k rooms that entered the
pipeline with the NOVUM Hospitality
agreement. This will see IHG’s presence
in Germany double and strengthen our
position in this priority market.
Our ongoing commitment to the
quality and consistency of our estate
resulted in a removals rate of 1.9%.
Net system size increased by 4.3%
year-on-year.
Operating profit
Operating profit o
f $1,041m
decreased by $25m from the prior
year. Operating profit
from reportable
segments
a
increased to $1,124m
compared to $1,019m in 2023.
Revenue growth through a combination
of RevPAR, system expansion and
ancillary fee streams, combined with
cost management resulted in a 1.9%pts
increase in fee margin
a
to 61.2%.
We achieved this while continuing
to reinvest in the business.
Cash generation and liquidity
We generated net cash from operating
activities of $724m and adjusted
free cash
flow
a
decreased by $182m
to $655m, compared to the prior year.
During 2024, we returned over $1.0bn to
shareholders through a combination of
ordinary dividends and share buybacks.
Our net debt:adjusted EBITDA ratio
at the end of the year
finished at 2.3x,
beneath the 2.5–3.0x range we aim
to maintain.
The Board has proposed a final dividend
of 114.4¢, +10% vs 2023, taking the
dividend for the year to 167.6¢.
The Board has also approved a further
share buyback programme to return
an additional $900m to shareholders.
Our uses of cash remain unchanged:
ensuring the business is appropriately
invested in to optimise growth; funding
a sustainably growing dividend; and then
returning excess funds to shareholders.
Future growth
and 2025 priorities
We continue to focus on our multi-year
commitment to enhance our brands,
loyalty programme, technology
platforms and ancillary fee streams.
We are confident that the strength o
f our
enterprise platform and our operating
model will continue to drive value creation
in line with our growth algorithm, enabling
further investment for future growth and
additional shareholder returns.
Michael Glover
Chief Financial Officer
a. 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 per
formance. 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 103 to 108,
and reconciliations to IFRS figures, where they have been adjusted, are on pages 266 to 272.
Strategic
Report
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Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
81
Performance
Group
Group Income Statement summary
12 months ended 31 December
2024
$m
2023
$m
2024 vs 2023
% change
2022
$m
2023 vs 2022
% change
Revenue
a
Americas
1,141
1,105
3.3
1,005
10.0
EMEAA
748
677
10.5
552
22.6
Greater China
161
161
87
85.1
Central
262
221
18.6
199
11.1
Revenue from reportable segments
b
2,312
2,164
6.8
1,843
17.4
System Fund and reimbursable revenues
2,611
2,460
6.1
2,049
20.1
Total revenue
4,923
4,624
6.5
3,892
18.8
Operating profit
a
Americas
828
815
1.6
761
7.1
EMEAA
270
215
25.6
152
41.4
Greater China
98
96
2.1
23
317.4
Central
(72)
(107)
(32.7)
(108)
(0.9)
Operating profit
from reportable segments
b
1,124
1,019
10.3
828
23.1
Analysed as:
Fee business
1,085
992
9.4
805
23.2
Owned, leased and managed lease
45
29
55.2
19
52.6
Insurance activities
(6)
(2)
200.0
4
NM
c
System Fund and reimbursable result
(83)
19
NM
c
(105)
NM
c
Operating profit be
fore exceptional items
1,041
1,038
0.3
723
43.6
Operating exceptional items
28
NM
c
(95)
NM
c
Operating profit
1,041
1,066
(2.3)
628
69.7
Net financial expenses
(140)
(52)
169.2
(96)
(45.8)
Analysed as:
Adjusted interest expense
b
(165)
(131)
26.0
(122)
7.4
System Fund interest
50
44
13.6
16
175.0
Foreign exchange (losses)/gains
(25)
35
NM
c
10
250.0
Fair value (losses)/gains on contingent purchase consideration
(4)
(4)
0.0
8
NM
c
Profit be
fore tax
897
1,010
(11.2)
540
87.0
Tax
(269)
(260)
3.5
(164)
58.5
Analysed as:
Adjusted tax
b
(262)
(253)
3.6
(194)
30.4
Tax attributable to System Fund
(4)
(3)
33.3
NM
c
Tax on foreign exchange (losses)/gains
(3)
3
NM
c
4
(25.0)
Tax on exceptional items and exceptional tax
(7)
NM
c
26
NM
c
Profit
for the year
628
750
(16.3)
376
99.5
Adjusted earnings
d
697
635
9.8
511
24.3
Basic weighted average number of ordinary shares (millions)
161.2
169.0
(4.6)
181.0
(6.6)
Earnings per ordinary share
Basic
389.6¢
443.8¢
(12.2)
207.2¢
114.2
Adjusted
b
432.4¢
375.7¢
15.1
282.3¢
33.1
Dividend per share
167.6¢
152.3¢
10.0
138.4¢
10.0
Average US dollar to sterling exchange rate
$1:£0.78
$1:£0.80
(2.5)
$1: £0.81
(1.2)
a. Americas and EMEAA include revenue and operating profit be
fore exceptional items from both fee business and owned, leased and managed lease hotels.
Greater China includes revenue and operating profit be
fore exceptional items from fee business.
b. Definitions
for non-GAAP measures can be found in the ‘Key performance measures and non-GAAP measures’ section on pages 103 to 108 along with
reconciliations of these measures to the most directly comparable line items within the Group Financial Statements which can be found on pages 266 to 272.
c. Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the
prior period.
d. Adjusted earnings as used with adjusted earnings per share, a non-GAAP measure.
82
IHG
Annual Report and Form 20-F 2024
Highlights for the year
ended 31 December 2024
Trading increased in the year,
benefiting 
from normalised demand
across many key markets. In the
Americas, trading in the second half
of the year exceeded the
first hal
f, with
both Groups and Business ahead of
2023 levels. EMEAA saw continued
strength, with performance normalising
in several markets across this diverse
region. Greater China was impacted
by strong prior year comparatives and
the shifting demand patterns, including
an expansion of leisure travel to other
markets, particularly elsewhere in Asia
Pacific, as seen benefiting demand
in our EMEAA region.
Revenue
RevPAR increased year-on-year by 2.6%
in the first quarter, 3.2% in the second
quarter, 1.5% in the third quarter, 4.6%
in the fourth quarter and 3.0% in the full
year. Compared to 2023, average daily
rate increased by 2.1% and occupancy
was 0.6%pts higher.
Our other key driver of revenue,
net system size, increased by 4.3%
year-on-year to 987,125 rooms.
Total revenue increased by $299m
(6.5%) to $4,923m, including a
$151m increase in System Fund and
reimbursable revenue. Revenue from
reportable segments
a
increased by
$148m (6.8%) to $2,312m, driven by
the improved trading conditions, and
the revenue recognised from the sale of
loyalty points and co-brand credit card
fees. Underlying revenue
a
increased
by $157m (7.3%) to $2,304m, with
underlying fee revenue
a
increasing by
$111m (6.7%) to $1,774m. Owned, leased
and managed lease revenue increased
by $44m (9.3%) to $515m.
Operating profit and margin
Operating profit decreased by $25m
from $1,066m to $1,041m, including
the non-repeat of $28m operating
exceptional income recorded in the
prior year, and a $102m decrease in the
reported System Fund and reimbursable
result, from a $19m pro
fit in 2023 to a
$83m loss in 2024.
Operating profit
from reportable
segments
a
increased by $105m (10.3%)
to $1,124m. Fee business operating profit
increased by $93m (9.4%) to $1,085m,
due to the improvement in trading which
drove a $10m increase in incentive
management fees to $178m, combined
with the recognition of ancillary fee
revenue. Owned, leased and managed
lease operating profit improved
from
$29m to $45m. Underlying operating
profit
a
increased by $118m (11.7%)
to $1,128m.
Fee margin
a
increased by 1.9%pts
over the prior year to 61.2%. Around
1.3%pts was driven by operational
leverage as a result of strong trading.
A further 0.6%pts was due to a portion of
proceeds from the sale of certain loyalty
points, together with other ancillary
revenues, now being reported within
IHG’s results from reportable segments.
The impact of the movement in average
USD exchange rates for 2023 compared
to 2024 netted to a $12m impact
on operating profit
from reportable
segments
a
when calculated as restating
2023 figures at 2024 exchange rates,
but negatively impacted operating
profit
from reportable segments
a
by $16m when applying 2023 rates
to 2024 figures.
If the average exchange rate during
January 2025 had existed throughout
2024, the 2024 operating profit
from
reportable segments
a
would have
been $12m lower.
System Fund and
reimbursable result
The Group operates a System Fund
to collect and administer assessments
from hotel owners for speci
fied
purposes of use including marketing,
reservations, certain hotel services and
the Group’s loyalty programme, IHG
One Rewards. The System Fund also
benefits
from certain proceeds from the
sale of loyalty points under third-party
co-branding arrangements and the sale
of points directly to members and other
third parties. The Fund is not managed
to generate a surplus or deficit
for IHG
over the longer term, but is managed for
the benefit o
f hotels in the IHG system
with the objective of driving revenues
for the hotels in the system.
The growth in the IHG One Rewards
programme means that, although
assessments are received from hotels
upfront when a member earns points,
more revenue is deferred each year
than is recognised in the System Fund.
This can lead to accounting losses in the
System Fund each year as the deferred
revenue balance grows which do not
necessarily reflect the Fund’s position
and the Group’s capacity to invest.
Reimbursable revenues represent
reimbursements of expenses incurred
on behalf of managed and franchised
properties and relate, predominantly,
to payroll costs at managed properties
where IHG is the employer. As IHG
records reimbursable expenses based
upon costs incurred with no added
mark up, this revenue and related
expenses have no impact on either
operating profit or net profit
for
the year.
In the year to 31 December 2024,
System Fund and reimbursable revenues
increased $151m (6.1%) to $2,611m.
The positive impact of continued
strength in travel demand was partially
offset by the changes to the System
Fund arrangement that included a
reduction in owner loyalty assessments
and a portion of the revenue from the
sale of certain loyalty points, together
with certain other ancillary revenues,
that are now being reported within
IHG’s results from reportable segments
a
.
The reported System Fund and
reimbursable result declined to an $83m
loss from a $19m pro
fit, primarily due to the
increased investments in marketing, loyalty,
and commercial activities, combined
with the aforementioned changes to the
System Fund arrangement.
a. Definitions
for Non-GAAP revenue and operating pro
fit measures can be
found on pages 103 to 108. Reconciliations of these measures to the most directly
comparable line items within the Group Financial Statements can be found on pages 266 to 272.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
83
Performance
continued
Group
continued
Operating 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
a
as well as other Non-GAAP measures in
order to allow a better understanding of
the underlying trading performance and
trends of the Group and its reportable
segments. Examples of exceptional
items can include, but are not restricted
to, gains and losses on the disposal of
assets, impairment charges and reversals,
the costs of individually signi
ficant
legal cases or commercial disputes
and reorganisation costs.
Operating exceptional items for the
year to 31 December 2024 net to
$nil (2023: $28m). 2024 comprised
costs of $12m relating to litigation and
commercial disputes offset by $12m
of impairment reversals, which are
classified as exceptional
for consistency
with the treatment of the corresponding
impairments in 2020.
Further information on exceptional items
can be found in note 6 to the Group
Financial Statements.
Net financial expenses
Net financial expenses increased
to $140m from $52m. Net
financial
expenses include foreign exchange
losses of $25m (2023: $35m gain), total
interest costs on public bonds, which are
fixed rate debt, o
f $123m (2023: $78m)
and interest expense on lease liabilities
of $30m (2023: $29m).
Adjusted interest
a
which excludes
exceptional finance expenses and
foreign exchange gains/losses and adds
back interest attributable to the System
Fund, increased by $34m to an expense
of $165m. The increase in adjusted
interest
a
was primarily driven by an
increase in interest on bonds of $45m
and interest attributable to the System
Fund of $6m, partially offset by a $24m
increase in financial income.
Interest expense on lease liabilities
was $30m (2023: $29m).
Fair value gains and losses on
contingent purchase consideration
Contingent purchase consideration arose
on the acquisition of Regent. The net
loss of $4m (2023: $4m) is principally
due to the impact of the unwind of
the discount due to the passage of
time. The total contingent purchase
consideration liability at 31 December
2024 is $73m (31 December 2023: $69m).
Taxation
The adjusted tax rate
a
for 2024 was 27%
(2023: 28%). Taxation within exceptional
items totalled $nil (2023: charge of $7m)
and relates to the tax impacts of the
operating exceptional items. Tax paid
in 2024 totalled $309m (2023: $243m).
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. The IHG
Audit Committee reviews IHG’s approach
to tax annually, including consideration
of the Group’s current tax pro
file. Further
information on tax can be found in note 8
to the Group Financial Statements.
IHG’s Approach to Tax policy is available
at
ihgplc.com/responsible-business
under policies.
Earnings per ordinary share
The Group’s basic earnings per ordinary
share is 389.6¢ (2023: 443.8¢).
Adjusted earnings per ordinary share
a
increased by 56.7¢ to 432.4¢.
Dividends and returns
The Board is proposing a final dividend
of 114.4¢ in respect of 2024, which
is growth of 10% on 2023. With the
interim dividend of 53.2¢ paid in October
2024, the total dividend for the year
would therefore be 167.6¢, representing
an increase of 10%. The ex-dividend
date is Thursday 3 April 2025 and
the Record Date is Friday 4 April 2025.
The corresponding dividend amount in
Pence Sterling per ordinary share will be
announced on Monday 28 April 2025,
calculated based on the average of the
market exchange rates for the three
working days commencing 23 April
2025. Subject to shareholder approval
at the AGM on Thursday 8 May 2025,
the dividend will be paid on Thursday
15 May 2025.
The dividend payments in 2024 have
returned $259m to IHG’s shareholders.
An additional $800m of surplus
capital was returned to shareholders
through a share buyback programme
that concluded in December 2024.
This repurchased 7,544,912 shares at
an average price of £82.41 per share
and reduced the total number of
voting rights in the Company by 4.6%.
The Board has approved a further
share buyback programme to return
an additional $900m to shareholders
in 2025.
Share price and market capitalisation
The IHG share price closed at £99.54 on
Tuesday 31 December 2024, up 40.4%
from £70.90 on 29 December 2023.
The market capitalisation of the Group
at the year-end was £15.8bn.
For a discussion of 2023 results, and 
the changes compared to 2022,
refer to the 2023 Annual Report
and Form 20-F.
ihgplc.com/investors
under Annual Report.
Accounting principles
The Group results are prepared
under International Financial Reporting
Standards (IFRS) as described on page
197 of the Group Financial Statements.
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
page 198.
The Group discloses certain
financial in
formation 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.
a. Definitions
for Non-GAAP revenue and operating pro
fit measures can be
found on pages 103 to 108. Reconciliations of these measures to the most directly
comparable line items within the Group Financial Statements can be found on pages 266 to 272.
84
IHG
Annual Report and Form 20-F 2024
Adjusted EBITDA
a
reconciliation
12 months ended 31 December
2024
$m
2023
$m
2024 vs 2023
$m change
2022
$m
2023 vs 2022
$m change
Cash flow
from operations
1,149
1,219
961
Cash flows relating to exceptional items
(8)
29
43
Impairment (loss)/reversal on financial assets
(16)
1
(5)
Other impairment charges
(6)
Other non-cash adjustments to operating profit
(77)
(60)
(61)
System Fund and reimbursable result
83
(19)
105
System Fund depreciation and amortisation
(80)
(83)
(86)
Other non-cash adjustments to System Fund result
(37)
(23)
(24)
Working capital and other adjustments
(56)
(79)
(101)
Capital expenditure: contract acquisition costs
net of repayments
237
101
64
Adjusted EBITDA
a
1,189
1,086
103
896
190
Group Cash Flow summary
12 months ended 31 December
2024
$m
2023
$m
Re-presented
b
2024 vs 2023
$m change
2022
$m
Re-presented
b
2023 vs 2022
$m change
Adjusted EBITDA
a
1,189
1,086
103
896
190
Working capital and other adjustments
56
79
101
Repayments/(payments) related to investments supporting
the Group’s insurance activities
5
(11)
7
Impairment loss/(reversal) on financial assets
16
(1)
5
Other impairment charges
6
Other non-cash adjustments to operating profit
77
60
61
System Fund and reimbursable result
(83)
19
(105)
Non-cash adjustments to System Fund result
117
106
110
Capital expenditure: key money contract acquisition costs,
net of repayments
(206)
(101)
(64)
Capital expenditure: gross maintenance
(31)
(38)
(44)
Net interest paid
(113)
(83)
(104)
Tax paid
(309)
(243)
(211)
Principal element of lease payments, net of
finance
lease receipts
(42)
(28)
(36)
Purchase of own shares by employee share trusts
(27)
(8)
(1)
Adjusted free cash
flow
a
655
837
(182)
615
222
Cash flows relating to exceptional items
8
(29)
(43)
Capital expenditure: gross recyclable investments
(68)
(50)
(15)
Capital expenditure: gross System Fund capital investments
(45)
(46)
(35)
Deferred purchase consideration paid
(13)
Disposals and repayments, including proceeds from other
financial assets
15
8
9
Repurchase of shares, including transaction costs
(804)
(790)
(482)
Dividends paid to shareholders
(259)
(245)
(233)
Dividends paid to non-controlling interest
(3)
Net cash flow be
fore other net debt
a
movements
(511)
(318)
(193)
(184)
(134)
Add back principal element of lease repayments
46
28
36
Exchange and other non-cash adjustments
(45)
(131)
178
(Increase)/decrease in net debt
a
(510)
(421)
(89)
30
(451)
Net debt
a
at the beginning of the year
(2,272)
(1,851)
(1,881)
Net debt
a
at the end of the year
(2,782)
(2,272)
(510)
(1,851)
(421)
a. Definitions
for non-GAAP measures can be found in the ‘Key performance measures and non-GAAP measures’ section on pages 103 to 108.
Reconciliations of these measures to the most directly comparable line items within the Group Financial Statements can be found on pages 266 to 272.
b. Re-presented to reflect the updated definition o
f adjusted free cash
flow (see pages 107 to 108)
.
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Parent Company
Financial Statements
Additional
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Annual Report and Form 20-F 2024
IHG
85
Performance
continued
Group
continued
Cash flow
from operations
For the year ended 31 December 2024,
cash flow
from operations was $1,149m,
a decrease of $70m on the previous year.
This was led by the decrease in System
Fund and reimbursable result together
with increased contract acquisition costs,
partly offset by higher operating profit
from reportable segments
a
. Cash flow
from operations is the principal source
of cash used to fund interest and tax
payments, capital expenditure, ordinary
dividend payments and additional
returns of capital of the Group.
Adjusted free cash
flow
a
Adjusted free cash
flow
a
was an inflow
of $655m, a decrease of $182m on the
prior year. Adjusted EBITDA
a
increased
by $103m due to the improvement in
trading and the expansion of ancillary
fee streams. This was offset by a
$102m decrease in the System Fund
and reimbursable result, reflecting
increased investments in marketing,
loyalty and commercial activities
together with a decline in revenues
driven by the changes to the System
Fund arrangement described above, a
$105m increase in key money contract
acquisition costs net of repayments,
a $30m increase in net interest paid
reflecting the increase in average net
debt and $66m higher tax payments.
Working capital and other adjustments
of $56m includes $214m of cash
inflow related to de
ferred revenue,
driven primarily by the $124m related
to the loyalty programme and $100m
of upfront cash
flows associated
with the new US co-brand credit
card agreements.
Net and gross capital
expenditure
Net capital expenditure
a
was $253m
(2023: $146m) and gross capital
expenditure
a
was $350m (2023: $242m).
Gross capital expenditure
a
comprised:
$206m of key money contract acquisition
costs; $31m of maintenance; $68m
gross recyclable investments; and
$45m System Fund capital investments.
Net capital expenditure
a
includes offsets
from disposals of property, plant and
equipment of $9m, proceeds from other
financial assets o
f $6m, and $82m System
Fund depreciation and amortisation.
Net debt
a
Net debt
a
increased by $510m from
$2,272m at 31 December 2023 to
$2,782m at 31 December 2024. There
were $1,063m of payments related to
ordinary dividends and the share buyback
programmes, including transaction costs,
during the year. The change in net debt
a
includes adverse net foreign exchange
impacts of $3m and $42m of other
non-cash adjustments.
Cash and borrowings
Net debt
a
of $2,782m (2023: $2,272m)
is analysed by currency as follows:
2024
$m
2023
$m
Borrowings
Sterling*
1,473
2,076
US dollar*
2,290
1,481
Euros
3
4
Other
24
33
Cash and cash
equivalents
Sterling
(462)
(918)
US dollar
(369)
(266)
Euros
(26)
(19)
Canadian dollar
(7)
Chinese renminbi
(99)
(55)
Other
(52)
(57)
Net debt
a
2,782
2,272
Average net
debt level
2,639
2,155
*Including the impact of derivative
financial instruments.
Cash and cash equivalents includes $2m
(2023: $30m) that is not available for
use by the Group due to local exchange
controls, $15m (2023: $14m) which is
restricted for use on capital expenditure
under hotel lease agreements and $5m
(2023: $12m) subject to contractual
and regulatory restrictions.
Information on the maturity pro
file
and interest structure of borrowings
is included in notes 21 to 23 to the
Group Financial Statements.
Borrowings included bank overdrafts
of $17m (2023: $44m), 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.
Overseas subsidiaries are typically in a
cash-positive position and the matching
overdrafts are held by the Group’s
central treasury company in the UK.
Information on the Group’s approach
to allocation of capital resources can
be found on pages 24 and 25.
Sources of liquidity
As at 31 December 2024, the
Group had total liquidity of $2,319m
(31 December 2023: $2,572m),
comprising $1,350m of undrawn bank
facilities and $969m of cash and cash
equivalents (net of overdrafts and
restricted cash). The change in total
liquidity from December 2024 of $253m
is primarily due to net cash outflows o
f
$511m
b
, offset by net additional bond
funding and repayment of currency
swaps of $242m.
The Group currently has $3,257m of
sterling and euro bonds outstanding.
The bonds mature in August 2025
(£300m), August 2026 (£350m),
May 2027 (€500m), October 2028
(£400m), November 2029 (€600m) and
September 2031 (€750m). There are
currency swaps in place on the euro
bonds, fixing the May 2027 bond at
£436m, the November 2029 bond at
$657m and the September 2031 bond at
$834m. The Group currently has senior
unsecured long-term credit ratings of
BBB from S&P and Baa2 from Moody’s.
The Group is further
financed by
a $1.35bn syndicated bank revolving
credit facility (RCF). The
final one-
year extension option was exercised
during the year and the facility now
matures in 2029. There are two financial
covenants: interest cover and leverage
ratio. Covenants are tested at half year
and full year on a trailing 12-month basis.
The leverage ratio requires Covenant net
debt to Covenant EBITDA below 4.0:1
and the interest cover covenant requires
a ratio of Covenant EBITDA to Covenant
interest payable above 3.5:1.
At 31 December 2024 the leverage
ratio was 2.35 and the interest cover
ratio was 9.72. See note 23 to the
Financial Statements for further
information. The RCF was undrawn
at 31 December 2024.
a. Definitions
for Non-GAAP revenue and operating pro
fit measures can be
found on pages 103 to 108. Reconciliations of these measures to the most directly
comparable line items within the Group Financial Statements can be found on pages 266 to 272.
b. As shown in the Cash Flow summary on page 85.
86
IHG
Annual Report and Form 20-F 2024
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.
It is management’s opinion that the
current working capital levels and
available facilities are sufficient for the
Group’s present liquidity requirements.
Off-balance sheet
arrangements
At 31 December 2024, 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 $31m.
The Group may also be exposed
to additional liabilities resulting from
litigation and security incidents.
See note 29 to the Group Financial
Statements for further details.
Future cash requirements
from contractual obligations
The Group’s future cash
flows arising
from contractual commitments relating
to long-term debt obligations (including
interest payable), derivatives, lease
liabilities and other financial liabilities
are analysed in note 23 to the Group
Financial Statements.
Other cash requirements relate to future
pension scheme contributions (see note
26 to the Group Financial Statements)
and capital commitments (see note 29
to the Group Financial Statements).
The Group also has future commitments
for key money payments which are
contingent upon future events and
may reverse.
Disaggregation of total gross revenue in IHG’s system
Total gross revenue provides a measure of the overall strength of the Group’s brands. It comprises total rooms revenue from
franchised hotels and total hotel revenue from managed, exclusive partner and owned, leased and managed lease hotels and
excludes revenue from the System Fund and reimbursement of costs. Other than owned, leased and managed lease hotels,
total gross revenue is not revenue attributable to IHG as it is derived from hotels owned by third parties. The de
finition o
f
this key performance measure can be found on page 103.
12 months ended 31 December
2024
$bn
2023
$bn
%
change
a
Analysed by brand
InterContinental
5.3
5.1
3.3
Kimpton
1.4
1.3
5.6
Hotel Indigo
1.0
0.9
14.9
Crowne Plaza
3.7
3.7
0.5
Holiday Inn Express
9.6
9.2
3.8
Holiday Inn
6.0
6.0
1.7
Staybridge Suites
1.3
1.2
6.6
Candlewood Suites
0.9
0.9
5.4
Other
b
4.2
3.3
25.0
Total
33.4
31.6
5.7
Analysed by ownership type
Franchised
c
(revenue not attributable to IHG)
21.2
20.0
5.8
Managed
(revenue not attributable to IHG)
11.7
11.1
5.3
Owned, leased and managed lease (revenue recognised in Group income statement)
0.5
0.5
9.7
Total
33.4
31.6
5.7
Total gross revenue in IHG’s system increased by 5.7% (6.5% increase at constant currency) to $33.4bn as a result of improved
trading conditions and growth in the number of hotels in our system.
a. Year-on-year percentage movement calculated from source
figures.
b. Includes Holiday Inn Club Vacations.
c. Includes exclusive partner hotels.
Strategic
Report
Governance
Group Financial
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Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
87
Performance
continued
Group
continued
Group hotel and room count
At 31 December
Hotels
Rooms
2024
Change over
2023
2024
Change over
2023
Analysed by brand
Six Senses
27
2
1,950
189
Regent
11
1
3,212
125
InterContinental
227
5
73,784
284
Vignette Collection
20
9
3,965
1,682
Kimpton
77
(1)
14,031
310
Hotel Indigo
169
16
22,793
2,575
voco
87
25
20,376
4,869
HUALUXE
22
2
6,002
473
Crowne Plaza
415
7
113,624
1,392
EVEN Hotels
33
7
5,082
1,151
Holiday Inn Express
3,237
66
343,957
7,640
Holiday Inn
1,249
47
225,332
9,422
Garner
23
21
2,400
2,242
avid hotels
76
9
6,802
775
Atwell Suites
6
4
556
370
Staybridge Suites
335
10
36,523
1,203
Holiday Inn Club Vacations
30
9,868
342
Candlewood Suites
392
16
34,817
1,320
Iberostar Beachfront Resorts
55
6
19,586
1,986
Other
138
14
42,465
2,572
Total
6,629
266
987,125
40,922
Analysed by ownership type
Franchised
a
5,596
240
718,217
37,616
Managed
1,017
27
264,872
3,501
Owned, leased and managed lease
16
(1)
4,036
(195)
Total
6,629
266
987,125
40,922
a. Includes exclusive partner hotels.
Openings of 59,117 rooms (371 hotels)
represented an 11,198 rooms (96 hotels)
increase from 2023, including 10,186
rooms (58 hotels) conversions as part
of the NOVUM Hospitality agreement.
During the year, 29,053 rooms (186
hotels) opened in the Holiday Inn Brand
Family. Other notable openings included
the return of Regent to the US, and the
international expansion of Garner into
the UK, Germany and Japan since being
franchise-ready in the US in September
2023. Conversions represented around
half of all openings.
As we continued to focus on the quality
of our estate, 18,195 rooms (105 hotels)
left the IHG system in 2024, compared
to 13,343 rooms (76 hotels) in 2023.
The removals rate of 1.9% increased
against 1.5% in the prior year.
Net system size increased by 4.3%
year-on-year to 987,125 rooms.
Total number of hotels
6,629
2023: 6,363
Total number of rooms
987,125
2023: 946,203
88
IHG
Annual Report and Form 20-F 2024
Group pipeline
At 31 December
Hotels
Rooms
2024
Change over
2023
2024
Change over
2023
Analysed by brand
Six Senses
38
(4)
2,895
(162)
Regent
9
(2)
1,987
(455)
InterContinental
101
1
25,692
421
Vignette Collection
35
17
6,389
4,333
Kimpton
61
7
12,133
1,372
Hotel Indigo
130
(2)
19,431
(1,508)
voco
90
16
15,628
2,887
HUALUXE
24
(1)
6,293
(50)
Crowne Plaza
140
14
35,269
2,827
EVEN Hotels
32
(1)
5,567
184
Holiday Inn Express
637
5
79,222
1,203
Holiday Inn
266
20
51,677
5,776
Garner
94
89
8,767
8,435
avid hotels
137
(4)
10,649
(928)
Atwell Suites
54
13
5,460
1,336
Staybridge Suites
157
(7)
17,315
(870)
Holiday Inn Club Vacations
(2)
(832)
Candlewood Suites
183
32
14,299
2,342
Iberostar Beachfront Resorts
7
2
2,447
207
Other
15
1
4,132
1,780
Total
2,210
194
325,252
28,298
Analysed by ownership type
Franchised
a
1,598
172
191,605
17,521
Managed
611
22
133,492
10,777
Owned, leased and managed lease
1
155
Total
2,210
194
325,252
28,298
a. Includes exclusive partner hotels.
The global pipeline totalled 325,252
rooms (2,210 hotels) at the end of 2024,
an increase of 28,298 rooms (194 hotels)
from the prior year, as signings outpaced
openings and terminations.
Group signings of 106,242 rooms
(714 hotels) in 2024 represented
a 27,022 rooms (158 hotels) increase
from the prior year, and included
17,703 rooms (119 hotels) as part of the
initial NOVUM Hospitality agreement.
Conversions represented around
half of signings in the year.
Total number of hotels in the pipeline
2,210
2023: 2,016
Total number of rooms in the pipeline
325,252
2023: 296,954
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
89
Performance
continued
Americas
“Our continued focus
on our guests, owners
and brands delivered
strong growth in 2024.”
Jolyon Bulley
Chief Executive Officer, Americas
Comparable RevPAR movement on previous year
(12 months ended 31 December 2024)
Fee business
InterContinental
7.8%
Kimpton
2.1%
Hotel Indigo
3.1%
Crowne Plaza
4.6%
EVEN Hotels
5.6%
Holiday Inn Express
1.7%
Holiday Inn
2.3%
avid hotels
4.3%
Staybridge Suites
2.5%
Candlewood Suites
0.7%
All brands
2.4%
Owned, leased and managed lease
All brands
11.2%
We ended 2024 with strong growth in
hotel openings across the Americas.
We’re confident in maintaining this
growth momentum through delivering
strong owner returns, innovation
across our brand portfolio and
technology platforms and providing
memorable guest experiences.
Industry performance
in 2024
Industry RevPAR in the Americas
increased by 3.5% year-on-year driven
by average daily rate which increased
by 3.4%, while occupancy was broadly
flat at 0.1%.
US lodging industry growth
continued to normalise in 2024.
RevPAR increased by 1.8%, driven by
average daily rate increasing by 1.7%
while occupancy remained flat year-
on-year. Performance in the US was
led by strong recovery from Groups
and Business activity, whilst Leisure
demand moderated. US industry growth
was impacted by subdued domestic
demand in the summer, with Americans
continuing to travel abroad in record
numbers. Room supply increased by
0.5%, with conversion activity also
increasing year-on-year. RevPAR in the
US upper midscale chain scale, where
the Holiday Inn and Holiday Inn Express
brands operate, increased by 1.3%.
RevPAR increased by 20.5% in Latin
America, with growth in Argentina of
155.2% primarily driven by average
daily rate.
RevPAR in Mexico increased by 6.8%
and in Canada RevPAR grew by 4.4%.
IHG’s regional
performance in 2024
IHG’s comparable RevPAR in the
Americas grew by 2.5% compared
to 2023, driven by a 2.0% increase
in average daily rate and a 0.3%pts
increase in occupancy.
The region is predominantly represented
by the US, where comparable RevPAR
grew by 1.7% year-on-year, and where
we are most weighted towards our
upper midscale brands, Holiday Inn and
Holiday Inn Express. US RevPAR for the
Holiday Inn brand grew by 1.0%, while
the Holiday Inn Express brand increased
by 1.3%. Comparable RevPAR in Mexico
grew by 10.6%, while Canada increased
by 3.3%.
Six Senses La
Sagesse, Grenada.
49%
Americas
revenue 2024
($1,141m)
53%
Americas number
of rooms
(527,994)
90
IHG
Annual Report and Form 20-F 2024
Review of the year
ended 31 December 2024
With 527,994 rooms (4,491 hotels), the
Americas represented 53% of IHG’s
room count. The key profit-generating
market is the US, and the Group is also
represented in Latin America, Canada,
Mexico and the Caribbean. In the region,
93% of rooms are operated under the
franchised business model, primarily
under our brands in the upper midscale
segment (including the Holiday Inn
Brand Family). Of IHG’s 19 hotel brands,
18 are represented in the Americas.
RevPAR performance in the
first quarter
was negatively impacted by the timing
of Easter. Trading then improved in the
rest of the year, with RevPAR growth in
the fourth quarter exceeding the
first
three quarters, as the region benefited
from strong demand.
Americas comparable RevPAR declined
by 0.3% in the first quarter then increased
3.3% in the second quarter, 1.7% in the
third quarter, 4.6% in the fourth quarter
and 2.5% in the full year, all compared
to 2023.
RevPAR in the US increased by 1.7% in
the year, reflecting economic stability.
Across our US franchised estate, which
is weighted to domestic demand in
upper midscale hotels, full year RevPAR
increased 1.6% year-on-year. The US
managed estate, weighted to upper
upscale and luxury hotels in urban
locations, saw RevPAR increase by
2.2% in the full year compared to 2023.
Revenue from the reportable segment
a
increased by $36m (3.3%) to $1,141m.
Operating profit decreased by $10m
to $832m, with the increase in revenue
being more than offset by the non-
repeat of exceptional income recorded
in the prior year. Operating profit
from
the reportable segment
a
increased
by $13m (1.6%) to $828m.
Revenue and operating profit
from
the reportable segment
a
are further
analysed by fee business and owned,
leased and managed lease hotels.
Fee business revenue
a
increased by
$22m (2.3%) to $979m. Fee business
operating profit
a
increased by $8m
(1.0%) to $795m, driven by the trading
performance and net system size
growth, partially offset by some areas
of one-time items and cost investment.
This led to fee margin
a
reducing to 81.2%,
compared to 82.2% in 2023. There were
$21m of incentive management fees
earned (2023: $21m).
Owned, leased and managed lease
revenue increased by $14m (9.5%)
to $162m, with comparable RevPAR up
11.2% compared to 2023, reflecting the
specific trading environments related
to this small portfolio of hotels. This led
to an increase in owned, leased and
managed lease operating profit o
f
$5m (17.9%) to $33m.
Americas results
12 months ended 31 December
2024
$m
2023
$m
2024 vs 2023
% change
2022
$m
2023 vs 2022
% change
Revenue from the reportable segment
a
Fee business
979
957
2.3
879
8.9
Owned, leased and managed lease
162
148
9.5
126
17.5
Total
1,141
1,105
3.3
1,005
10.0
Operating profit
from the reportable segment
a
Fee business
795
787
1.0
741
6.2
Owned, leased and managed lease
33
28
17.9
20
40.0
828
815
1.6
761
7.1
Operating exceptional items
4
27
(85.2)
(46)
NM
b
Operating profit
832
842
(1.2)
715
17.8
For discussion of 2023 results, and the changes compared to 2022, refer to the 2023 Annual Report and Form 20-F.
More details online:
ihgplc.com/investors
under Annual Report.
a. Definitions
for Non-GAAP revenue and operating pro
fit measures can be
found on pages 103 to 108. Reconciliations of these measures to the most directly
comparable line items within the Group Financial Statements can be found on pages 266 to 272.
b. Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the
prior period.
Strategic
Report
Governance
Group Financial
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Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
91
Performance
continued
Americas
continued
Americas hotel and room count
At 31 December
Hotels
Rooms
2024
Change over
2023
2024
Change over
2023
Analysed by brand
Six Senses
2
1
81
71
Regent
1
1
167
167
InterContinental
45
2
16,272
598
Vignette Collection
2
1
591
236
Kimpton
61
(2)
11,083
188
Hotel Indigo
75
3
10,128
550
voco
19
7
2,065
766
Crowne Plaza
104
(2)
26,356
(786)
EVEN Hotels
22
3
3,122
378
Holiday Inn Express
2,526
17
230,749
1,996
Holiday Inn
677
(11)
109,526
(2,228)
Garner
10
8
755
597
avid hotels
76
9
6,802
775
Atwell Suites
6
4
556
370
Staybridge Suites
312
9
32,773
1,098
Holiday Inn Club Vacations
30
9,868
342
Candlewood Suites
392
16
34,817
1,320
Iberostar Beachfront Resorts
24
1
9,267
240
Other
107
10
23,016
1,722
Total
4,491
77
527,994
8,400
Analysed by ownership type
Franchised
a
4,319
77
491,506
8,558
Managed
168
35,151
(158)
Owned, leased and managed lease
4
1,337
Total
4,491
77
527,994
8,400
a. Includes exclusive partner hotels.
Gross system size growth was 3.2%
year-on-year. Openings increased by
6,427 rooms (39 hotels) year-on-year
to 16,832 rooms (140 hotels), with more
than one-third in our Holiday Inn Brand
Family. Openings also included nine
avid hotels and seven voco properties.
Eight Garner hotels opened, bringing
the total to 10 properties since the
brand became franchise-ready in the
US in September 2023. This year also
saw the return of Regent to the region,
with the opening of the Regent Santa
Monica Beach.
During the year, 8,432 rooms (63 hotels)
were removed, representing a removal
rate of 1.6%. Net system size growth
was 1.6% year-on-year.
Total number of hotels
4,491
2023: 4,414
Total number of rooms
527,994
2023: 519,594
92
IHG
Annual Report and Form 20-F 2024
Americas pipeline
At 31 December
Hotels
Rooms
2024
Change over
2023
2024
Change over
2023
Analysed by brand
Six Senses
9
1
660
186
Regent
(1)
(167)
InterContinental
11
(1)
2,786
78
Vignette Collection
4
1
475
214
Kimpton
30
2
5,685
167
Hotel Indigo
27
(4)
3,238
(1,099)
voco
23
11
2,612
1,229
Crowne Plaza
6
(3)
1,044
(1,166)
EVEN Hotels
8
(3)
949
(290)
Holiday Inn Express
337
(12)
32,028
(1,435)
Holiday Inn
65
(7)
7,790
(849)
Garner
43
38
3,495
3,163
avid hotels
137
(4)
10,649
(928)
Atwell Suites
52
11
5,222
1,098
Staybridge Suites
142
(3)
14,974
(377)
Holiday Inn Club Vacations
(2)
(832)
Candlewood Suites
175
24
13,199
1,242
Iberostar Beachfront Resorts
6
1
2,176
(64)
Other
14
2,352
Total
1,089
49
109,334
170
Analysed by ownership type
Franchised
a
1,043
49
102,075
86
Managed
46
7,259
84
Total
1,089
49
109,334
170
a. Includes exclusive partner hotels.
At 31 December 2024, the pipeline
totalled 109,334 rooms (1,089 hotels),
representing 21% of the region’s
system size.
Signings decreased by 1,745 rooms
(increased by 12 hotels) year-on-year to
26,552 rooms (283 hotels). The majority
of signings were in our midscale and
upper midscale brands including the
Holiday Inn Brand Family (8,161 rooms,
83 hotels), Candlewood Suites
(3,907 rooms, 56 hotels) and Garner
(3,758 rooms, 46 hotels).
9,550 rooms (94 hotels) were removed
from the pipeline, compared to 9,047
rooms (84 hotels) in the prior year.
Total number of hotels in the pipeline
1,089
2023: 1,040
Total number of rooms in the pipeline
109,334
2023: 109,164
Strategic
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Parent Company
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Additional
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Annual Report and Form 20-F 2024
IHG
93
Performance
continued
EMEAA
“We delivered strong
signings in 2024, reflecting
our ongoing commitment
to guests and owners.”
Kenneth Macpherson
Chief Executive Officer, EMEAA
Comparable RevPAR movement on previous year
(12 months ended 31 December 2024)
Fee business
Six Senses
10.7%
InterContinental
7.9%
Hotel Indigo
6.1%
voco
7.3%
Crowne Plaza
5.6%
Holiday Inn Express
5.0%
Holiday Inn
5.3%
Staybridge Suites
6.3%
All brands
6.5%
Owned, leased and managed lease
All brands
11.9%
We delivered strong signings in 2024,
reflecting the long-term investments
made across our priority markets and
our ongoing commitment to deliver
to our guests and owners.
We continue to open and sign iconic
properties across our portfolio and
have expanded our midscale offering,
with the launch of Candlewood
Suites and Garner into the region.
The NOVUM Hospitality agreement
has doubled our presence in Germany
and demonstrates the confidence
owners have in IHG. We have built
strong momentum for growth which
we will take into 2025 and beyond.
Industry performance
in 2024
Industry RevPAR in EMEAA increased
by 9.1% year-on-year, driven by an
improvement in both occupancy and
average daily rate by 1.5%pts and 6.7%,
respectively. In Europe, RevPAR increased
by 7.5% driven by both occupancy and
average daily rate. In the UK, industry
RevPAR increased by 2.6% compared
to 2023. In Germany, RevPAR increased
by 6.8% driven by large one-off events,
and France saw RevPAR increase 0.3%.
RevPAR increased by 4.4% in the Middle
East primarily driven by average daily rate.
Elsewhere in EMEAA, East Asia and
Pacific benefited
from elevated growth in
late-to-recover markets and an increase
in outbound travel from Greater China.
RevPAR in Japan increased by 19.0% and
Thailand grew by 14.4%, driven by both
occupancy and average daily rate.
IHG’s regional
performance in 2024
EMEAA comparable RevPAR increased
by 6.6% year-on-year, driven by a 3.6%
increase in average daily rate and a
2.0%pts increase in occupancy. In the
UK, the region’s largest market, RevPAR
increased by 2.3% compared to 2023.
Germany saw a RevPAR increase of 8.7%
and France grew by 3.5%.
RevPAR in the Middle East and India
increased by 5.7% and 12.0%, respectively.
Elsewhere in EMEAA, RevPAR increased
by 10.9% in East Asia & Pacific, which
included the benefit o
f outbound leisure
travel from Greater China, with Japan
and Thailand increasing by 15.0% and
21.5%, respectively.
32%
EMEAA
revenue 2024
($748m)
27%
EMEAA number
of rooms
(266,474)
Celebrating
our partnership
with NOVUM
Hospitality at
EXPO REAL 2024
in Munich.
94
IHG
Annual Report and Form 20-F 2024
Review of the year
ended 31 December 2024
Comprising 266,474 rooms (1,349 hotels)
at the end of 2024, EMEAA represented
27% of IHG’s room count. Revenues
are largely generated from hotels in
the UK, Middle East, Asia and gateway
cities in continental Europe.
The largest proportion of rooms in the
UK and continental Europe are operated
under the franchised business model,
primarily under our upper midscale
brands Holiday Inn and Holiday Inn
Express. The majority of hotels in
markets outside of Europe are operated
under the managed business model.
Demand remained strong in 2024,
with RevPAR performance across this
diverse region normalising in several
key markets, reflecting the differing
stages of recovery already achieved
in the prior year.
EMEAA comparable RevPAR increased
year-on-year by 8.9% in the first quarter,
6.3% in the second quarter, 4.9% in
the third quarter, 6.9% in the fourth
quarter and 6.6% in the full year.
Revenue from the reportable segment
a
increased by $71m (10.5%) to $748m.
Operating profit increased by $50m to
$266m, driven by the increase in revenue
but partially offset by the movement
in exceptional items. Operating profit
from the reportable segment
a
increased
by $55m (25.6%) to $270m profit.
Incentive management fees earned
improved to $118m (2023: $101m).
Revenue and operating profit
from
the reportable segment
a
are further
analysed by fee business and owned,
leased and managed lease hotels.
Fee business revenue
a
increased by
$41m (11.6%) to $395m. Fee business
operating profit
a
increased to $258m
from $214m in the prior year, driven by
the improvement in trading. Fee margin
a
increased to 65.3% in 2024, compared
to 60.5% in 2023, with positive
operating leverage driven by the trading
performance and system growth.
Owned, leased and managed lease
revenue increased by $30m to $353m,
with comparable RevPAR up 11.9%
compared to 2023. The improved
trading in this largely urban-centred
portfolio resulted in an owned, leased
and managed lease operating profit
of $12m, up from $1m in the prior year.
Excluding the results of one Regent
hotel, which exited in 2024 upon lease
expiration, revenue increased by $32m
and operating profit increased by $12m,
year-on-year.
EMEAA results
12 months ended 31 December
2024
$m
2023
$m
2024 vs 2023
% change
2022
$m
2023 vs 2022
% change
Revenue from the reportable segment
a
Fee business
395
354
11.6
284
24.6
Owned, leased and managed lease
353
323
9.3
268
20.5
Total
748
677
10.5
552
22.6
Operating profit/(loss)
from the reportable segment
a
Fee business
258
214
20.6
153
39.9
Owned, leased and managed lease
12
1
NM
b
(1)
NM
b
270
215
25.6
152
41.4
Operating exceptional items
(4)
1
NM
b
(49)
NM
b
Operating profit
266
216
23.1
103
109.7
For discussion of 2023 results, and the changes compared to 2022, refer to the 2023 Annual Report and Form 20-F.
More details online:
ihgplc.com/investors
under Annual Report.
a. Definitions
for Non-GAAP revenue and operating pro
fit measures can be
found on pages 103 to 108. Reconciliations of these measures to the most directly
comparable line items within the Group Financial Statements can be found on pages 266 to 272.
b. Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the
prior period.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
95
Performance
continued
EMEAA
continued
EMEAA hotel and room count
At 31 December
Hotels
Rooms
2024
Change over
2023
2024
Change over
2023
Analysed by brand
Six Senses
24
1
1,739
118
Regent
4
991
(45)
InterContinental
121
2
33,945
(498)
Vignette Collection
13
6
2,109
903
Kimpton
13
1
2,498
122
Hotel Indigo
66
8
8,204
1,175
voco
51
13
14,608
2,817
Crowne Plaza
181
3
43,890
605
Holiday Inn Express
360
11
52,835
1,347
Holiday Inn
425
43
77,395
8,065
Garner
13
13
1,645
1,645
Staybridge Suites
23
1
3,750
105
Iberostar Beachfront Resorts
31
5
10,319
1,746
Other
24
5
12,546
1,102
Total
1,349
112
266,474
19,207
Analysed by ownership type
Franchised
a
931
92
156,538
15,708
Managed
406
21
107,237
3,694
Owned, leased and managed lease
12
(1)
2,699
(195)
Total
1,349
112
266,474
19,207
a. Includes exclusive partner hotels.
Gross system size growth was 9.6%
year-on-year. In 2024, 23,620 rooms
(134 hotels) opened, representing an
increase of 2,446 rooms (47 hotels)
compared to 2023.
Openings included 10,186 rooms
(58 hotels) as part of our agreement
with NOVUM Hospitality. Other
openings included the first Vignette
Collection properties in the Maldives,
Vietnam and Japan, and the first
Staybridge Suites in Spain. Garner made
its international debut with openings
in Germany, Japan and the UK.
In 2024, 4,413 rooms (22 hotels) were
removed compared to 3,571 rooms
(19 hotels) in the prior year.
Net system size increased 7.8%
year-on-year.
Total number of hotels
1,349
2023: 1,237
Total number of rooms
266,474
2023: 247,267
96
IHG
Annual Report and Form 20-F 2024
EMEAA pipeline
At 31 December
Hotels
Rooms
2024
Change over
2023
2024
Change over
2023
Analysed by brand
Six Senses
28
(2)
2,181
(169)
Regent
7
1,460
(8)
InterContinental
60
4
14,526
1,016
Vignette Collection
25
11
4,379
2,856
Kimpton
15
2,254
(111)
Hotel Indigo
49
(4)
7,208
(1,101)
voco
50
(1)
9,416
509
Crowne Plaza
59
10
14,021
2,492
Holiday Inn Express
89
14,339
1,030
Holiday Inn
114
28
22,819
6,697
Garner
51
51
5,272
5,272
Staybridge Suites
15
(4)
2,341
(493)
Candlewood Suites
8
8
1,100
1,100
Iberostar Beachfront Resorts
1
1
271
271
Other
1
1
1,780
1,780
Total
572
103
103,367
21,141
Analysed by ownership type
Franchised
a
264
90
37,572
13,056
Managed
307
13
65,640
8,085
Owned, leased and managed lease
1
155
Total
572
103
103,367
21,141
a. Includes exclusive partner hotels.
At 31 December 2024, the EMEAA
pipeline totalled 103,367 rooms
(572 hotels), representing 39% of
the region’s system size.
In 2024, 50,275 rooms (271 hotels)
were signed, representing an increase
of 25,488 rooms (120 hotels) year-
on-year, including 17,703 rooms
(119 hotels) as part of the initial NOVUM
Hospitality agreement.
In 2024, 5,514 rooms (34 hotels) were
removed from the pipeline, compared to
4,797 rooms (29 hotels) in the prior year.
Total number of hotels in the pipeline
572
2023: 469
Total number of rooms in the pipeline
103,367
2023: 82,226
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
97
Performance
continued
Greater China
“2024 was a strong
year in terms of signings
and openings despite
trading headwinds.”
Daniel Aylmer
Chief Executive Officer, Greater China
Comparable RevPAR movement on previous year
(12 months ended 31 December 2024)
Fee business
Regent
4.7%
InterContinental
(6.7)%
Hotel Indigo
(3.7)%
HUALUXE
(0.7)%
Crowne Plaza
(5.2)%
Holiday Inn Express
(4.6)%
Holiday Inn
(4.0)%
All brands
(4.8)%
2024 was a strong year in terms
of signings and openings, showing
the confidence by owners in both
IHG and the future of Greater
China, despite trading headwinds.
Building on our experience of bringing
new brands to market, we launched
Atwell Suites and achieved our
first signings under the brand in
the region. We are well positioned to
further accelerate our growth in the
years ahead, underpinned by our 50
years’ history in China and continued
supportive government policies.
Industry performance
in 2024
Greater China industry RevPAR
decreased by 3.5% year-on-year driven
by declines in both occupancy and
average daily rate by 0.7%pts and 2.5%
respectively. Macro-economic pressures
and increased outbound travel to other
Asian destinations led to weak domestic
demand and restricted pricing power.
Tier 1 was the only tier to experience
RevPAR growth compared to 2023.
Tier 1 cities saw a 0.4% increase in
RevPAR, driven by occupancy increasing
by 1.1%pts. Following strong domestic
demand growth in 2023, RevPAR
decreased by 6.2% in Tier 2-4 cites
driven by a slowing in demand growth
and average daily rate declines.
RevPAR in Hong Kong SAR increased
by 0.3% as occupancy growth offset
average daily rate declines. Macau
SAR RevPAR grew by 16.3%, with
demand increasing 12.9%.
IHG’s regional
performance in 2024
IHG’s comparable RevPAR in Greater
China decreased by 4.8% compared
to 2023, driven by declines in both
average daily rate and occupancy
of 4.2% and 0.4%pts, respectively.
Trading was impacted by strong prior
year comparatives due to the resurgence
of demand in 2023 following the lifting
of travel restrictions. The trading patterns
in 2024 have therefore re
flected greater
normalisation in demand.
In Mainland China, RevPAR decreased
by 5.2%. Tier 1 cities declined by 0.6%
and Tier 2–4 cities decreased by 7.2%
due to strong prior year comparatives
from domestic leisure demand,
particularly into Tier 4 resort locations.
RevPAR in Hong Kong SAR decreased
by 2.0% while RevPAR in Macau SAR
declined by 0.2%.
Vignette Collection
Shanghai Snow
World Hotel.
7%
Greater China
revenue 2024
($161m)
20%
Greater China
number of rooms
(192,657)
98
IHG
Annual Report and Form 20-F 2024
Review of the year
ended 31 December 2024
Comprising 192,657 rooms (789 hotels)
at 31 December 2024, Greater China
represented 20% of the Group’s room
count. The majority of rooms in Greater
China operate under the managed
business model. The franchised segment
continues to grow, representing more
than one-third of the region’s open rooms
and almost half of the region’s pipeline.
Trading performance in 2024 re
flected
greater normalisation in demand.
The first quarter benefited
from the
improvement in international inbound
travel. From the second quarter, the prior
year comparatives became tougher,
reflecting the timing o
f resurgent
domestic demand in 2023 following
the lifting of travel restrictions. In 2024,
the industry experienced shifts in
demand mix, including the expansion
of outbound leisure travel to other
markets, such as elsewhere in the Asia
Pacific, as seen benefiting demand in
our EMEAA region. By the third quarter,
the comparatives became sequentially
tougher, as the third quarter of 2023
achieved RevPAR levels that exceeded
2019 levels. Comparatives then eased
by the fourth quarter.
Compared to 2023, overall Greater
China RevPAR increased 2.5% in the
first quarter, then decreased 7.0% in
the second quarter, 10.3% in the third
quarter and 2.8% in the fourth quarter,
with a decline of 4.8% in the full year.
Revenue from the reportable segment
a
in 2024 remained unchanged from
the prior year at $161m, with the effect
of negative RevPAR in the comparable
estate offset by the incremental
revenue from system growth. Incentive
management fees decreased from
$46m in 2023 to $39m in 2024.
Operating profit increased by $2m (2.1%)
to $98m, and fee margin
a
increased
to 60.9% compared to 59.6% in 2023,
supported by scale efficiencies
achieved in the year.
Greater China results
12 months ended 31 December
2024
$m
2023
$m
2024 vs 2023
% change
2022
$m
2023 vs 2022
% change
Revenue from the reportable segment
a
Fee business
161
161
87
85.1
Total
161
161
87
85.1
Operating profit
from the reportable segment
a
Fee business
98
96
2.1
23
317.4
Operating profit
98
96
2.1
23
317.4
For discussion of 2023 results, and the changes compared to 2022, refer to the 2023 Annual Report and Form 20-F.
More details online:
ihgplc.com/investors
under Annual Report.
a. Definitions
for Non-GAAP revenue and operating pro
fit measures can be
found on pages 103 to 108. Reconciliations of these measures to the most directly
comparable line items within the Group Financial Statements can be found on pages 266 to 272.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
99
Performance
continued
Greater China
continued
Greater China hotel and room count
At 31 December
Hotels
Rooms
2024
Change over
2023
2024
Change over
2023
Analysed by brand
Six Senses
1
130
Regent
6
2,054
3
InterContinental
61
1
23,567
184
Vignette Collection
5
2
1,265
543
Kimpton
3
450
Hotel Indigo
28
5
4,461
850
voco
17
5
3,703
1,286
HUALUXE
22
2
6,002
473
Crowne Plaza
130
6
43,378
1,573
EVEN Hotels
11
4
1,960
773
Holiday Inn Express
351
38
60,373
4,297
Holiday Inn
147
15
38,411
3,585
Other
7
(1)
6,903
(252)
Total
789
77
192,657
13,315
Analysed by ownership type
Franchised
346
71
70,173
13,350
Managed
443
6
122,484
(35)
Total
789
77
192,657
13,315
Gross system size growth was 10.4%
year-on-year, with 18,665 rooms (97
hotels) added to our system in 2024, an
increase from 16,340 rooms (87 hotels)
in 2023. Openings were mainly in our
Holiday Inn Brand Family (11,128 rooms,
66 hotels). Other openings included five
voco properties, four EVEN hotels and
two Vignette Collection properties.
Removals included 5,350 rooms
(20 hotels) in the year, representing
a removal rate of 3.0%. Net system
size growth was 7.4% year-on-year.
Total number of hotels
789
2023: 712
Total number of rooms
192,657
2023: 179,342
100
IHG
Annual Report and Form 20-F 2024
Greater China pipeline
At 31 December
Hotels
Rooms
2024
Change over
2023
2024
Change over
2023
Analysed by brand
Six Senses
1
(3)
54
(179)
Regent
2
(1)
527
(280)
InterContinental
30
(2)
8,380
(673)
Vignette Collection
6
5
1,535
1,263
Kimpton
16
5
4,194
1,316
Hotel Indigo
54
6
8,985
692
voco
17
6
3,600
1,149
HUALUXE
24
(1)
6,293
(50)
Crowne Plaza
75
7
20,204
1,501
EVEN Hotels
24
2
4,618
474
Holiday Inn Express
211
17
32,855
1,608
Holiday Inn
87
(1)
21,068
(72)
Atwell Suites
2
2
238
238
Total
549
42
112,551
6,987
Analysed by ownership type
Franchised
291
33
51,958
4,379
Managed
258
9
60,593
2,608
Total
549
42
112,551
6,987
As at 31 December 2024, the pipeline
totalled 112,551 rooms (549 hotels),
representing 58% of the region’s
system size.
Signings of 29,415 rooms (160 hotels)
were ahead of last year by 3,279 rooms
(26 hotels). Half of signings were in our
Holiday Inn Brand Family. Other notable
signings included 11 voco hotels, five
Kimpton properties and the first two
Atwell Suites in the region.
Total number of hotels in the pipeline
549
2023: 507
Total number of rooms in the pipeline
112,551
2023: 105,564
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
101
Performance
continued
Central
Central results
12 months ended 31 December
2024
$m
2023
$m
2024 vs 2023
% change
2022
$m
2023 vs 2022
% change
Revenue from the reportable segment
a
Fee business
239
200
19.5
184
8.7
Insurance activities
23
21
9.5
15
40.0
Total
262
221
18.6
199
11.1
Gross costs
Fee business
(305)
(305)
(296)
3.0
Insurance activities
(29)
(23)
26.1
(11)
109.1
Total
(334)
(328)
1.8
(307)
6.8
Operating loss from the reportable segment
a
Fee business
(66)
(105)
(37.1)
(112)
(6.3)
Insurance activities
(6)
(2)
200.0
4
NM
b
Total
(72)
(107)
(32.7)
(108)
(0.9)
a. Definitions
for Non-GAAP revenue and operating pro
fit measures can be
found on pages 103 to 108. Reconciliations of these measures to the most directly
comparable line items within the Group Financial Statements can be found on pages 266 to 272.
b. Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the
prior period.
Review of the year
ended 31 December 2024
Central revenue is mainly comprised of
technology fee income, revenue from
insurance activities, co-brand licensing
fees and, from 2024, a portion of revenue
from the consumption of certain
IHG One Rewards points.
Central revenue increased by $41m
(18.6%) to $262m. This was primarily
driven by the new co-brand credit card
agreements and changes to the System
Fund arrangement in 2024 in which
a portion of the revenue from the sale
of certain loyalty points, together with
certain other ancillary revenues, are
now being reported within revenue from
fee business. These changes applied
to 50% of proceeds from those point
sales in 2024 and will increase to 100%
from 1 January 2025.
Gross costs increased by $6m (1.8%) year-
on-year, driven by significant individual
claims in the insurance programme.
The resulting $72m operating loss
was a decrease of $35m year-on-year.
102
IHG
Annual Report and Form 20-F 2024
Key performance measures
and non-GAAP measures
Measure
Commentary
Global revenue
per available room
(RevPAR) growth
KPI
RevPAR, average daily
rate and occupancy
statistics are disclosed
on pages 273 to 275.
RevPAR is the primary metric used by management to track hotel performance across regions
and brands. RevPAR is also a commonly used performance measure in the hotel industry.
RevPAR comprises IHG’s System (see Glossary, page 313) rooms revenue divided by the number
of room nights available and can be derived from occupancy rate multiplied by the average daily
rate. Average daily rate is rooms revenue divided by the number of room nights sold.
References to RevPAR, occupancy and average daily rate are presented on a comparable basis,
comprising groupings of hotels that have traded in all months in both the current and comparable
year. The principal exclusions in deriving this measure are new hotels (including those acquired),
hotels closed for major refurbishment and hotels sold in either of the comparable years.
RevPAR and average daily rate are quoted at a constant US$ exchange rate, in order to allow a
better understanding of the comparable year-on-year trading performance excluding distortions
created by fluctuations in currency movements.
Total gross revenue from
hotels in IHG’s System
KPI
Owned, leased and
managed lease revenue
as recorded in the Group
Financial Statements is
reconciled to total gross
revenue on page 87.
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 22 to 27. Total gross revenue
comprises:
Total rooms revenue from franchised hotels;
Total hotel revenue from managed and exclusive partner hotels including food and beverage,
meetings and other revenues, reflecting the value driven by IHG and the base upon which
fees are typically earned; 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
revenue is not revenue attributable to IHG as these managed, franchised and exclusive
partner hotels are owned by third parties.
Total gross revenue is used to describe this measure as it aligns with terms used in the
Group’s management, franchise and exclusive partner agreements and, therefore, is well
understood by owners and other stakeholders.
These measures do not have
standardised meanings under IFRS,
and companies do not necessarily
calculate these in the same way.
As these measures exclude certain
items (for example, impairment and
the costs of individually signi
ficant
legal cases or commercial disputes),
they may be materially different to
the measures prescribed by IFRS and
may result in a more favourable view of
performance. 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 190 to 196).
The Annual Report and Form 20-F presents
certain financial measures when discussing the
Group’s performance which are not measures
of
financial per
formance 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, pro
fitability, financial strength
and funding requirements.
Linkage of performance measures to Directors’ remuneration and KPIs
A
LT
KPI
Annual Performance Plan
Long Term Incentive Plan
Key Performance Indicators
See pages 138 to 175 for more information on Directors’ remuneration and pages 38 to 41 for more information on KPIs.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
103
Performance
continued
Key performance measures and non-GAAP measures
continued
Measure
Commentary
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 266 to 272.
Revenue and operating profit
from (1) fee business, (2) owned, leased and managed lease hotels,
and (3) insurance activities 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 insofar as they relate to each of the Group’s regions and its
Central functions.
Management believes revenue and operating profit
from reportable segments are meaningful
to investors and other stakeholders as they exclude the following elements and re
flect how
management monitors the business:
System Fund and reimbursables – the System Fund is not managed to generate a surplus or
deficit
for IHG over the longer term, it is managed for the bene
fit o
f the hotels within the IHG
system. As described within the Group’s accounting policies (pages 199 and 200), the System
Fund is operated to collect and administer cash assessments from hotel owners for speci
fic
purposes of use including marketing, the Guest Reservation System, certain hotel services
and the Group’s loyalty programme. As described within the Group’s accounting policies
(pages 199 and 200), there is a cost equal to reimbursable revenues so there is no profit impact.
Cost reimbursements are not applicable to all hotels, and growth in these revenues is not
reflective o
f growth in the performance of the Group. As such, management does not include
these revenues in their analysis of results.
Exceptional items – these are identified by virtue o
f their size, nature or incidence with
consideration given to consistency of treatment with prior years and between gains and
losses. Exceptional items include, but are not restricted to, gains and losses on the disposal
of assets, impairment charges and reversals, the costs of individually signi
ficant legal cases
or commercial disputes 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. The Group’s
accounting policy for exceptional items and further detail of those items presented as such
are included in the Group Financial Statements (see pages 201 and 215 to 216).
In further discussing the Group’s performance in respect of revenue and operating pro
fit,
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, be
fore interest and tax. The Group’s reported
operating profit additionally excludes
fair value changes in contingent purchase consideration,
which relates to financing o
f acquisitions. 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 bene
fits and because o
f 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 per
formance 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.
104
IHG
Annual Report and Form 20-F 2024
Measure
Commentary
Revenue and operating
profit measures
continued
Underlying revenue and
underlying operating profit
These measures adjust revenue from reportable segments and operating pro
fit
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 pro
fitability.
The revenue and operating profit o
f 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 per
formance.
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.
Fee margin
KPI
Fee margin is presented at actual exchange rates and is a measure of the pro
fit arising
from fee
revenue. Fee margin is calculated by dividing ‘fee operating pro
fit’ by ‘
fee revenue’. Fee revenue
and fee operating pro
fit are calculated
from revenue from reportable segments and operating
profit
from reportable segments, as de
fined above, adjusted to exclude revenue and operating
profit
from the Group’s owned, leased and managed lease hotels as well as from insurance
activities and significant liquidated damages.
Management believes fee margin is meaningful to investors and other stakeholders as
an indicator of the sustainable long-term growth in the pro
fitability o
f IHG’s core fee-based
business, as the scale of IHG’s operations increases with growth in IHG’s system size.
Adjusted interest
Financial income and
financial expenses as
recorded in the Group
Financial Statements
is reconciled to adjusted
interest on page 271.
Adjusted interest is presented before exceptional items and excludes foreign exchange gains/
losses primarily related to the Group’s internal funding structure and the following items of
interest which are recorded within the System Fund:
Interest income is recorded in the System Fund on the outstanding cash balance relating
to the IHG loyalty programme. These interest payments are recognised as interest expense
for IHG.
Other components of System Fund interest income and expense, including capitalised interest,
lease interest expense and interest income on overdue receivables.
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).
The exclusion of foreign exchange gains/losses provides greater comparability with covenant
interest as calculated under the terms of the Group’s revolving credit facility.
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 behal
f of the
System Fund.
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105
Performance
continued
Key performance measures and non-GAAP measures
continued
Measure
Commentary
Adjusted tax
The tax expense and the
tax rate as recorded in the
Group Financial Statements
are reconciled to adjusted
tax and the adjusted tax
rate on page 272.
Adjusted tax excludes the impact of foreign exchange gains/losses, exceptional items, the System 
Fund and fair value gains/losses on contingent consideration.
Foreign exchange gains/losses vary year-on-year depending on the movement in exchange rates,
and fair value gains/losses on contingent consideration and exceptional items also vary year-on-
year. These can impact the current year’s tax charge. The System Fund (including interest and tax)
is not managed to a surplus or deficit
for IHG over the longer term and is, in general, not subject
to tax.
Management believes removing these from both pro
fit and tax provides a better view o
f
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
Profit available
for equity
holders is reconciled
to adjusted earnings
per ordinary share
on page 272.
Adjusted earnings per ordinary share adjusts the profit available
for equity holders used in
the calculation of basic earnings per share to remove the System Fund and reimbursable result,
interest attributable to the System Fund and foreign exchange gains/losses as excluded in
adjusted interest (above), change in fair value of contingent purchase consideration, exceptional
items, and the related tax impacts of such adjustments and exceptional tax.
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.
Net debt
Net debt is included in
note 22 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. Net debt is used by
investors and other stakeholders to evaluate the financial strength o
f the business.
Net debt comprises loans and other borrowings, lease liabilities, the principal amounts payable
and receivable on maturity of derivatives swapping debt values, less cash and cash equivalents.
A summary of the composition of net debt is included in note 22 to the Group Financial Statements.
Adjusted EBITDA
Cash from operations
as recorded in the Group
Financial Statements is
reconciled to adjusted
EBITDA on page 85.
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 targeting this ratio at 2.5-3.0x.
Adjusted EBITDA is defined as cash flow
from operations, excluding cash
flows relating to
exceptional items, cash flows arising
from the System Fund and reimbursable result, other
non-cash adjustments to operating profit or loss, working capital and other adjustments,
and contract acquisition costs.
Adjusted EBITDA is useful to investors as an approximation of operational cash
flow generation
and is also relevant to the Group’s banking covenants, which use Covenant EBITDA in calculating
the leverage ratio. Details of covenant levels and performance against these are provided in
note 23 to the Group Financial Statements.
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IHG
Annual Report and Form 20-F 2024
Measure
Commentary
Adjusted free cash
flow,
gross capital expenditure,
net capital expenditure
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
cash flow measures and
capital expenditure is included
on pages 270 to 271.
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.
Adjusted free cash
flow
LT
KPI
Adjusted 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 re
flecting the requirement
to satisfy incentive schemes which are linked to operating performance; (2) the inclusion of gross
maintenance capital expenditure; (3) the exclusion of cash
flows relating to exceptional items; and
(4) where cash flows are split between categories in the Group statement o
f cash
flows, cash flows
from investing or
financing activities may be included or excluded in adjusted
free cash
flow to
maintain consistency of the measure. This includes: (a) the inclusion of the principal element of
lease payments; (b) the exclusion of payments of deferred or contingent purchase consideration
included within net cash from operating activities; (c) the exclusion of interest receipts related to
owner loans within net cash from operating activities (d) the exclusion of recyclable investments
in contract acquisition costs within net cash from operating activities; (e) the inclusion of
payments and repayments related to investments supporting the Group’s insurance activities;
(f) the inclusion of
finance lease income relating to sub-leases where payments on the headlease
are included in (a); (g) the exclusion of any lease incentives recorded within operating activities.
Management believes adjusted free cash
flow is a use
ful 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. It is a key component in measuring the ongoing viability of our business
and is a key reference point to our investment case.
Gross capital expenditure
Gross capital expenditure represents the consolidated capital expenditure of IHG inclusive
of System Fund capital investments (see page 25 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 and to exclude payments and repayments related to investments supporting the
Group’s insurance activities. In order to demonstrate the capital outflow o
f the Group, cash
flow
receipts such as those arising from disposals and distributions from associates and joint ventures,
and finance lease income, are excluded. Lease incentives and similar contributions received are
included in gross capital expenditure as they directly reduce the Group’s outlay. 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 key money, maintenance, recyclable or System Fund.
Contract acquisition costs are defined as either key money or recyclable, depending on whether
they form part of other recyclable investments, such as any difference between the face and
market value of an owner loan on inception. This disaggregation provides useful information as
it enables users to distinguish between:
Key money, which reflects amounts paid to owners to secure management and
franchise agreements;
Maintenance capital expenditure, which reflects investments to maintain our systems,
corporate offices and owned, leased and managed lease hotels;
System Fund capital investments which are strategic investments to drive growth at hotel level; and
Recyclable investments (such as all investments in associates and joint ventures and any loans to
facilitate third-party ownership of hotel assets), which are generally intended to be recoverable in
the medium term and are to drive growth of the Group’s brands and expansion in primary markets.
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.
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107
Performance
continued
Key performance measures and non-GAAP measures
continued
Measure
Commentary
Adjusted free cash
flow,
gross capital expenditure,
net capital expenditure
continued
Net capital expenditure
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, which includes receipts such as
those arising from disposals and distributions from associates and joint ventures, adjusted to include
contract acquisition costs (net of repayments) and interest receipts from owner loans, and to exclude
payments and repayments related to investments supporting the Group’s insurance activities,
finance lease income and any material investments made in acquiring businesses, including
any subsequent payments of deferred or contingent purchase consideration included within
investing activities which are typically non-recurring in nature.
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 recovered from the System Fund, over
the life of the asset (see page 25).
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.
Changes in definitions to the 2023 Annual Report and Accounts
The following de
finitions have been amended and prior year reconciliations have been re-presented accordingly:
The definition and calculation o
f adjusted free cash
flow has been amended to exclude the
following items from net cash from
operating activities: any recyclable investments in contract acquisition costs; any cash flows relating to exceptional items; and
interest receipts related to owner loans and any lease incentives. The definition now also includes any payments or repayments
of investments supporting the Group’s insurance activities, together with any
finance sub-lease income where the related
outflow is included within lease principal payments.
The definition and calculation o
f gross capital expenditure has been amended to exclude any payments or repayments
of investments supporting the Group’s insurance activities, together with any
finance sub-lease income. The new definition
additionally clarifies that lease incentives are always included in gross capital expenditure wherever they are accounted
for in the Group statement of cash
flows.
The definition and calculation o
f net capital expenditure has been amended to include interest receipts related to owner
loans and to exclude any payments or repayments of investments supporting the Group’s insurance activities together with
any finance sub-lease income.
The definition o
f adjusted free cash
flow was amended to reflect changes in the business over recent years, in particular more
complex deal structures which can mean that cash flows
from those investments are accounted for on a split basis across the
Group statement of cash
flows. The amended definition aims to eliminate those inconsistencies. The effect o
f the changes to
the adjusted free cash
flow definition also ensure that recurring, non-discretionary cash flows are better captured within adjusted
free cash
flow, and that exceptional cash flows, which can vary significantly
from year-to-year are not distorting comparability.
Changes have also been made to distinguish between the different underlying nature of contract acquisition costs e.g.
key money and contract assets arising from owner loans, which better re
flects the way these investments are considered by
management and for consistency with the presentation of related assets.
The changes to gross and net capital expenditure definitions in relation to contract acquisition costs and interest receipts
align with the changes to the definition o
f adjusted free cash
flow. The change to exclude investments supporting the Group’s
insurance activities and finance lease income better reflects the non-discretionary nature o
f these activities.
The performance review should be read in conjunction with the Non-GAAP reconciliations on pages 266 to 272 and the Glossary on pages 313 to 314.
108
IHG
Annual Report and Form 20-F 2024
Viability statement
Trading and profitability improved in
2024 reflecting the continued growth
in travel demand and our increase
in net system size. Our efficient
operating model resulted in Group
adjusted free cash 
flow
a
of $655m
during 2024 and net debt
a
increased
by $510m, after $1,063m of ordinary
dividends and the share buyback.
The Group’s business model is
discussed in more detail on pages
22 to 27.
Looking forward, the Directors have
determined that the three-year period
to 31 December 2027 is an appropriate
period to be covered by the viability
statement. The Group’s annual financial
planning process builds a three-year
plan. This detailed plan takes into
consideration the principal risks, the
Group’s strategy and current and
emerging market conditions. The plan
then forms the basis for strategic actions
taken across the business and is used
as the basis for longer-range planning.
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 regularly
reviewed by the Directors.
There are a range of possible planning
scenarios over the three-year period
considered in this review due to macro
uncertainties and geopolitical risks
affecting markets in each of our regions.
There is sustained uncertainty in the
US and Europe as the pace of interest
rate cuts may be slower than expected
and inflation may rebound and impact
travel demand. Other macroeconomic
and geopolitical factors are also present
heading into 2025, such as the real
estate sector challenges in China,
the continued tensions in the Middle
East, conflict in Ukraine, and new US
administration policy uncertainty.
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.
Principal risks
The relative strength and resilience
of the IHG business model to
severe shocks has been proven by
performance through the Covid-19
pandemic, with positive cash flows
being generated through one of
the most challenging periods of
trading in the history of the industry.
In assessing the viability of the Group,
the Directors have considered the
impact of the principal risks as outlined
on pages 46 to 51. The discussion
on those pages includes a description
of why these risks are important to
the achievement of our objectives
and how the Group manages
these risks.
We have considered which principal
risks could have the most significant
and direct impact to the viability
of the Group during the three-year
period of assessment and they are
shown below, alongside the scenario
that is used to model those risks.
Scenarios modelled
Related to principal risks
Changes in RevPAR
Severe Downside Case
This scenario models a prolonged
decrease in RevPAR, which may be
driven by external or internal factors.
Operational resilience to incidents
or disruption or control breakdown
(including geopolitical, safety
and security, cybersecurity, fraud
and health-related).
Guest preferences or loyalty
for IHG branded hotel experiences
and channels.
Talent and capability attraction
or retention.
Our ability to deliver technological
or digital performance or innovation
(at scale, speed etc).
Owner preferences for or ability
to invest in our brands.
One-off events
This scenario models the impact
of a speci
fic material incident, which
could relate to cybersecurity or an
alternative material impact on the
cash flow statement.
Data and information usage,
storage and transfer.
Legal, regulatory and contractual
complexity or litigation exposures.
Viability scenarios
and assumptions
In performing the viability analysis,
the Directors have considered a
‘Base Case’ which assumes that
global RevPAR in 2025 to 2027
continues to grow in line with market
expectations in each of our regions.
The assumptions applied in the
viability assessment are consistent
with those used for Group planning
purposes, the going concern
assessment, for impairment testing
and for reviewing recoverability
of deferred tax assets (see further
detail on page 197).
The Directors have also reviewed
a ‘Severe Downside Case’ which
is based on a severe but plausible
scenario equivalent to the market
conditions experienced through
the 2008/09 global financial crisis.
This assumes that the performance
during 2025 starts to worsen and then
RevPAR decreases significantly by 17%
in 2026 and increases by 5% in 2027.
a. Definitions
for Non-GAAP measures can be found on pages 103 to 108. Reconciliations of these measures to the
most directly comparable line items within the Group Financial Statements can be found on pages 266 to 272.
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109
Viability statement
continued
We have considered the potential
impact of the Severe Downside Case
on our net system size growth. We do
not believe a change in system size
growth would have a material impact
on the Group during the period
under review.
We have also considered the principal
risks that may impact the viability of
the Group over a longer period; for
example, the impact of climate related
physical and transition risks. The physical
and transition climate risks to which IHG
is most exposed are discussed in the
TCFD statement on pages 68 to 73.
Physical risks are not considered
material to the long-term viability of the
Group, and transition risks present both
opportunities and risks. Whilst some
transition risks have been assessed as
being potentially material to the Group
over the next one to five years under
a 1.5°C scenario, this scenario is not
considered a likely outcome, leading
to the probability of a material impact
on the Group’s viability assessment
through 31 December 2027 as low.
Funding
The Group’s $1,350m revolving credit
facility was extended by one year in
2024 and now matures in 2029
(the bank facility).
There are two financial covenants
in the bank facility – interest cover
and leverage ratio. 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 below 4.0:1. In the event that a
covenant test was failed whilst the bank
facility was undrawn, the facility could
be cancelled by the lenders but would
not trigger a repayment demand on
the bonds which threatened the viability
of the Group. See note 23 to the Group
Financial Statements for further details.
In September 2024 the Group issued
a seven-year €750m bond. During the
assessment period there is a £300m
bond maturing in August 2025, a £350m
maturity in August 2026 and a €500m
bond maturing in May 2027. It has been
assumed that there is an annual bond
issuance up to one year in advance
of maturities.
Conclusion
The Directors have assessed the
viability of the Group over the three-year
period to 31 December 2027, 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 2027.
See also our business model on pages 22 to 27,
the going concern assessment on page 197
and the impact of the principal risks on
pages 46 to 51.
For and on behalf of the Board
Elie Maalouf
Chief Executive Officer
17 February 2025
Michael Glover
Chief Financial Officer
17 February 2025
Viability assessment
At 31 December 2024 the Group had cash and cash equivalents of $1,008m
plus an undrawn bank facility of $1,350m.
Under the Base Case and Severe Downside Case, the Group is forecast to
generate positive free cash
flow over the 2025–27 period. The principal risks
that could be applicable have been considered and are able to be absorbed
within the covenant requirements.
Under the Severe Downside Case, there is headroom to the covenants over
the 2025–27 period to absorb multiple additional risks; for example, additional
RevPAR impacts and a widespread cybersecurity incident.
The Directors reviewed a number of actions that could be taken if required
to reduce discretionary spend, creating substantial additional headroom to
the covenants.
The Directors reviewed a reverse stress test scenario to determine what decrease
in RevPAR would create a breach of the covenants and the cash reserves that
would be available to the Group at that time. The Directors concluded that it was
very unlikely that a single risk or combination of the risks considered could create
the sustained RevPAR impact required to breach the covenants, except for a
significant global event.
None of the scenarios modelled indicates that a covenant amendment would
be required but, in the event that it was, the Directors believe it is reasonable
to expect that such an amendment could be obtained based on experience
of negotiating the waivers and amendments during 2020. The Group also has
alternative options to manage this risk, including raising additional funding
in the capital markets. We continue to plan to maintain an investment-grade
credit rating which provides good access to the debt capital markets.
110
IHG
Annual Report and Form 20-F 2024
Governance
In this section
Chair’s overview
112
Our Board of Directors
114
Changes to the Board, and its Committees,
and Executive Committee
118
Board and Committee membership
and attendance in 2024
118
Our Executive Committee
119
Governance structure
122
Board activities
123
Key areas of focus during the year
123
Key matters discussed in 2024 and
Section 172 statement
124
Our shareholders and investors
126
Director appointments and induction
126
Board effectiveness evaluation
127
Audit Committee Report
128
Responsible Business Committee Report
134
Nomination Committee Report
136
Directors’ Remuneration Report
138
Directors’ Remuneration Policy
167
Statement of compliance
176
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Annual Report and Form 20-F 2024
IHG
111
I also enjoyed several interactions
with hotel owners, including
meetings with the Chair and CEO
of the IHG Owners Association.
These helped me and the Board
to further understand the bene
fits
IHG brings to its owners as well
as the challenges owners face,
particularly in respect of
financing.
I was also grateful for the
opportunity to meet and spend
time with more colleagues across
various functions and regions
and to experience first-hand the
strong culture of collaboration
and commerciality.
Focus areas and activities
The Board had another active year
in 2024, and more information on its
activities is given on pages 123 to 125.
The Board focused on the execution
of the Group’s growth objectives.
The Board had detailed discussions
in respect of growth opportunities
and was pleased to approve the
Group’s long-term agreement with
NOVUM Hospitality announced
during the year to significantly
increase the Group’s presence
in Germany.
The Board also focused heavily on
the execution of the Group’s ancillary
business priorities. For example,
the Board and the Audit Committee
were closely involved in assessing
the changes in the recognition of a
portion of IHG One Rewards point
sale proceeds from the System Fund
to the Group’s fee business revenue,
focusing in particular on the accounting
and reporting implications as well as
the impact of the changes on hotel
owners and the Group’s investors.
The Board and the Audit Committee
also focused in depth on the new US
co-brand credit card arrangements
announced during the year.
Chair’s overview
Throughout 2024, the Board sought
to ensure that the Group’s governance
structure and processes remain robust
and appropriate as the Group pursues
its strategic objectives with an emphasis
on growth, efficiency and an increased
pace of execution in the context of
a rapidly developing environment.
The Board also sought to be responsive
to the views of shareholders and
other stakeholders.
To this end, I was pleased to engage in
depth with shareholders through a series
of governance meetings throughout
the year.
The meetings focused in particular on
Board and leadership changes, executive
remuneration and sustainability, and
provided valuable insight into investors’
views and perspectives in these areas.
The positive support for the Group’s
management and strategy was notable.
“The Board views the
maintenance of high
standards of governance as
an essential element of the
Group’s delivery of strategy
and value creation.”
Deanna Oppenheimer
Chair of the Board
As at 17 February 2025:
40%
Women on IHG’s Board
3
IHG Directors from a minority
ethnic background
112
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The Board noted several positive
outcomes of the new agreements,
including the creation of more
opportunities for customers to
engage with IHG and the IHG One
Rewards loyalty programme, further
strengthening IHG’s enterprise
helping to deliver more business to
hotels and driving significant value
for shareholders.
Board composition
During the year, we announced that
Daniela Barone Soares was stepping
down from the Board at 31 December.
I would again like to thank Daniela for
her contribution to IHG. Other than Sir
Ron Kalifa’s appointment to the Board
from 1 January 2024, details of which
were included in our Annual Report and
Form 20-F 2023, there were no other
changes to the Board during the year.
An overview of the appointments to
the Executive Committee made during
the year is included in the Nomination
Committee report on pages 136 and 137.
In line with UK corporate governance
requirements and recommendations,
our Board continues to meet the
FTSE Women Leaders Review target
for women on a FTSE 100 Board.
With regard to the Parker Review, which
looks at the ethnic diversity of UK boards
and senior management in FTSE 350
companies, IHG continues to exceed
the original target set by the Review of
at least one director from an ethnically
diverse background, with three ethnically
diverse directors. IHG has also set
targets for ethnic diversity in relation
to senior management. Further detail
and reporting on these targets can
be found on pages 56 and 57.
Committee activities
The Board delegates certain
responsibilities to its Committees to
assist in ensuring effective corporate
governance across the business.
During 2024:
the Audit Committee focused on
assessing the Group’s financial
governance and monitoring its risk
management and internal controls
systems (see its report on pages
128 to 133);
the Remuneration Committee
focused on incentive plan measures
and the approach to performance
management and reward (see its
report on pages 138 to 175);
the Responsible Business Committee
focused on progress against the
2024 responsible business priorities,
which support the Group’s Journey
to Tomorrow responsible business
plan (see its report on pages 134
and 135); and
the Nomination Committee focused
on Board composition, the execution
of Executive Committee succession
plans and the internal evaluation (see
its report on pages 136 and 137).
Further detail on the Group’s governance
structure is given on page 122.
Board performance review
During the year, an internal review
of the effectiveness of the Board and
its Committees was undertaken. I am
pleased to report that, overall, the review
supported the positive conclusions
of the Board and its Committees as to
their effectiveness. Further details of
the internal evaluation can be found on
page 127. Individual director feedback
assessments were also conducted,
details of which can be found on
page 127.
Compliance and
our dual listing
IHG continues to operate as a dual-
listed company with a premium listing
on the London Stock Exchange (LSE)
and a secondary listing on the New York
Stock Exchange (NYSE). Under the UK
listing rules, we are obliged to make
a statement as to how we have applied
the principles of the UK Corporate
Governance Code (the Code). Under
the NYSE listing rules, as a foreign private
issuer, we are required to disclose any
significant ways in which our corporate
governance practices differ from those
of US companies. To ensure consistency
of information provided to both UK and
US investors, we produce a combined
Annual Report and Form 20-F.
Our Statement of compliance with
the Code is on pages 176 and 177.
A summary outlining the differences
between the Group’s UK corporate
governance practices and those
followed by US companies can be
found on page 300.
Looking forward
In 2025, the Board will focus on
the continued delivery of the Group’s
strategic objectives, while ensuring
that a robust governance framework
is maintained.
Deanna Oppenheimer
Chair of the Board
17 February 2025
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
113
Our Board of Directors
Deanna Oppenheimer
Non-Executive Chair
Appointed to the Board: 1 June 2022
Committee membership:
Skills and experience
Deanna is founder of CameoWorks, LLC,
an advisory firm to C-Suite executives
and BoardReady.io, a non-profit. She
previously held several leadership
roles at Barclays plc and she has also
held a number of Non-Executive
board positions, including with Tesco
PLC (as Senior Independent Director),
Hargreaves Lansdown (Board Chair),
and Whitbread PLC (Remuneration
Committee Chair), among others.
Board contribution
As Chair, Deanna is responsible for
leading the Board and ensuring it
operates in an effective manner,
promoting constructive relations
with IHG’s shareholders and with
other stakeholders.
Other appointments
Deanna is a Non-Executive Director
of Thomson Reuters Corporation.
She also sits on the private board
of Slalom Corp. and is a Council
Member of the King’s Trust.
Elie Maalouf
Chief Executive Officer (CEO)
Appointed to the Board: 1 January 2018
Skills and experience
Elie was appointed Chief Executive
Officer at IHG in July 2023. Prior to this,
Elie served as Chief Executive Officer,
Americas since February 2015. He joined
the Group in 2015 having spent six years
as President and Chief Executive Officer
of HMSHost Corporation, where he was
also a member of the board of directors.
Elie brings a broad global experience
spanning hotel development, branding,
finance, real estate and operations
management as well as food and
beverage expertise. Prior to joining IHG,
Elie was Senior Adviser with McKinsey
& Company from 2012 to 2014.
Board contribution
Elie is responsible for the executive
management of the Group and ensuring
the implementation of Board strategy
and policy.
Other appointments
Elie is a member of the Executive
Committee of the World Travel &
Tourism Council and the U.S. Travel
Association CEO Roundtable.
Board Committee membership
A
Audit Committee member
R
Remuneration Committee member
RB
Responsible Business Committee member
N
Nomination Committee member
Chair of a Board Committee
At 17 February 2025,
our Board of Directors
comprises:
R
N
Board skills matrix
Financial
a
Strategy
b
Risk
Hotels/
Hospitality
Brands/
Consumer
c
Real
Estate
International
d
Tech/
Digital
Sustainability
Franchising
US/UK
Corporate
Governance
e
CEO
f
Deanna Oppenheimer
Graham Allan
Arthur De Haast
Duriya Farooqui
Byron Grote
Ron Kalifa
Angie Risley
Sharon Rothstein
Michael Glover
Elie Maalouf
Total
5
7
6
6
5
2
9
4
2
4
6
3
a. Experience in a CFO/senior finance role and/or investment banking sector.
b. Experience in a role leading corporate strategy, a management consulting role and/or a divisional CEO role.
c. Experience in consumer/brands organisation or a role as marketing executive with multibrand background.
d. Experience in a multinational organisation holding responsibility globally/across several regions.
e. Experience in a UK and US listed organisation.
f.
Experience in a global CEO role.
114
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Annual Report and Form 20-F 2024
Michael Glover
Chief Financial Officer (CFO)
Appointed to the Board: 20 March 2023
Skills and experience
Michael is an Accounting and Finance
graduate of Baylor University and a
certified public accountant. He was
previously Chief Financial Officer
of the Americas and Group Head
of Commercial Finance, where he
had group-wide responsibility for
commercial finance operations,
including the global procurement,
sales and marketing and technology
finance
functions, as well as IHG’s
System Fund. During his tenure with
the business, Michael has held several
roles at Group and regional levels,
including CFO of IHG’s China region
from February 2013 to September
2015, at which time Michael became
Group Financial Controller, where he
oversaw Tax, Treasury and Financial
Reporting group-wide, and delivered
a finance trans
formation programme
that enabled significant simplification,
automation and the transfer of work
to IHG’s service centre.
Before joining IHG in 2004, Michael
worked with several large Fortune 250
companies in a wide range of roles,
beginning his career at Halliburton
Energy Services in 1995.
Board contribution
Michael is responsible, together with
the Board, for overseeing the
financial
operations of the Group.
Other appointments
N/A.
Graham Allan
Senior Independent
Non-Executive Director (SID)
Appointed to the Board:
1 September 2020
a
Committee membership:
Skills and experience
Graham was Group Chief Executive
of Dairy Farm International Holdings
Ltd from 2012 to 2017, a leading Asian
retailer headquartered in Hong Kong.
He previously served in several senior
positions at Pepsico/Yum! Brands
from 1992 to 2012. He assumed the
role of President of Yum! Restaurants
International in 2003 and for 9 years
led the growth of global brands KFC,
Pizza Hut and Taco Bell across 120
international markets. Prior to his tenure
at Yum! Restaurants, Graham was a
consultant at McKinsey & Company.
Board contribution
Graham brings to the Board more
than 40 years of strategic, commercial
and operations experience within
consumer–focused businesses across
multiple geographies. Graham was
appointed as Senior Independent
Non-Executive Director from 1 January
2022 and became Chair of the
Responsible Business Committee
from 1 March 2023.
Other appointments
Graham is Senior Independent Non-
Executive Director at Intertek plc,
Independent Non-Executive Director
of Associated British Foods plc and
Independent Non-Executive Director
of Americana Restaurants International
plc. He also serves as Chairman of
Bata Footwear, a private company.
RB
A
N
a. Graham was a member of the Board from 1 January 2010 to 15 June 2012 prior to being appointed
as Chief Operating Officer of Dairy Farm International Holdings Limited.
Arthur de Haast
Independent Non-Executive Director
Appointed to the Board: 1 January 2020
Committee membership:
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.
Other appointments
Arthur is Chair of JLL’s Capital Markets
Advisory Council, an Independent
Non-Executive Director of Chalet
Hotels Limited and Chair of its Risk
Management Committee, and
a member of the Advisory Board
of the Scottish Business School,
University of Strathclyde, Glasgow.
RB
A
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
115
Our Board of Directors
continued
Duriya Farooqui
Independent Non-Executive Director
Appointed to the Board:
7 December 2020
Committee membership:
Skills and experience
Duriya is 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. She is also an executive coach
and mentor with The Exco Group, focused
on helping Fortune 500 companies
develop high-performing leadership
teams. Duriya was previously President
of Supply Chain Innovation at Georgia-
Pacific, leading an organisation responsible
for supply chain transformation. Prior to
this, she was Executive Director of Atlanta
Committee for Progress, a coalition of
more than 30 CEOs providing leadership
on economic growth and inclusion
opportunities in Atlanta. Duriya has also
been a principal at Bain & Company
and Chief Operating Officer of 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 of
Intercontinental Exchange, Inc. She serves
on the boards of NYSE and ICE NGX,
both subsidiaries of ICE, and co-chairs
the NYSE Board Advisory Council. She is
also a Trustee of Agnes Scott College,
a member of the Board of Councilors
of The Carter Center and a Board
Commissioner of Atlanta Housing.
Byron Grote
Independent Non-Executive Director
Appointed to the Board: 1 July 2022
Committee membership:
Skills and experience
Byron’s career spanned over 30 years
in the international oil and gas sector,
including Standard Oil of Ohio and
subsequently BP p.l.c, where he held
management positions in retail marketing,
trading, mining, exploration and
production, renewables, petrochemicals,
and finance. He served as an Executive
Director on the Board of BP p.l.c. for
13 years and was the Chief Financial
Officer from 2002 until 2011. He previously
served as the Senior Independent
Director and Audit Committee Chair
at Anglo American plc and Tesco
PLC, as a Non-Executive Director and
Audit Committee Chair at Unilever PLC
and Unilever N.V., and Non-Executive
Director at Standard Chartered PLC.
Board contribution
Byron has extensive experience across a
range of leading international businesses,
both at board level and in senior
management positions, particularly in
finance and chairing audit committees.
He is a participant in the European
Audit Committee Leadership Network
and a member of the Audit Committee
Chairs’ Independent Forum. Byron has
been Chair of the IHG Audit Committee
since March 2023.
Other appointments
Byron is a Non-Executive Director at
Inchcape PLC and on the Supervisory
Board of Akzo Nobel N.V., where
he is the Deputy Chair and Audit
Committee Chair.
Sir Ron Kalifa
Independent Non-Executive Director
Appointed to the Board: 1 January 2024
Committee membership:
Skills and experience
Ron is a recognised leader in financial
services and technology-related
businesses. He was formerly Chief
Executive Officer of Worldpay for more
than 10 years, serving as Vice Chairman
thereafter and an Executive Director
until February 2020. Ron authored a
government-commissioned report
‘Review of UK Fintech’, recommending
a new strategy for the UK in
financial
services. Ron was also Chairman of
Network International Holdings Plc
until September 2024.
Board contribution
Ron brings to the IHG Board in-depth
knowledge of high-growth sectors of
financial markets, including payments
and fintech strategy. He also has a
wealth of experience through his tenure
on various boards, including not-for-
profit boards.
Other appointments
Ron is Vice Chair and Head of Financial
Infrastructure at Brook
field Asset
Management. He is a Non-Executive
Director and the Senior Independent
Director on the Court of Directors of
the Bank of England, a Non-Executive
Director for the England & Wales Cricket
Board and a member of the Council at
Imperial College London.
Ron is a Trustee of the Royal Foundation
of the Prince and Princess of Wales and
Chair of the Sports Honours Committee.
R
A
RB
A
R
A
N
116
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Annual Report and Form 20-F 2024
Angie Risley
Independent Non-Executive Director
Appointed to the Board:
1 September 2023
Committee membership:
Skills and experience
Angie’s career in human resources
has spanned executive roles across a
number of sectors, including at United
Biscuits; Whitbread as an Executive
Director, Group HR Director; and Lloyds
Banking Group as a member of the
Executive Committee as Group HR
Director. She recently retired from
Sainsbury’s where she was Group HR
Director for 10 years and a member
of the Operating Board.
Angie previously served as Non-Executive
Director of Serco Group plc (and was
Chair of the Remuneration Committee)
as well as Sainsbury’s Bank plc, Arriva
and Biffa, and she has been a member
of the Low Pay Commission.
Board contribution
Angie brings to the IHG Board a wide
range of experience from a variety
of sectors and a strong background
in human resources. Angie became
Chair of the Remuneration Committee
from 1 January 2024.
Other appointments
Angie is currently the Senior Independent
Non-Executive Director, Chair of the
Remuneration Committee and a member
of the Nomination and Governance
Committee at Smith & Nephew plc.
Sharon Rothstein
Independent Non-Executive Director
Appointed to the Board: 1 June 2020
Committee membership:
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.,
Starwood Hotels & Resorts Worldwide,
Inc., Nabisco Biscuit Company and
Procter & Gamble Company.
Board contribution
Sharon brings extensive brands,
marketing and digital 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 private companies Califia Farms,
LLC, Levain Bakery, Inc., and Pop Up
Bagels, Inc.
RB
RB
N
R
A
Board Committee membership
A
Audit Committee member
R
Remuneration Committee member
RB
Responsible Business Committee member
N
Nomination Committee member
Chair of a Board Committee
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
117
Our Board of Directors
continued
Changes to the Board, and its Committees, and Executive Committee
Daniela Barone Soares
Daniela stood down from the Board on 31 December 2024
Daniel Aylmer
Daniel was appointed to the Executive Committee as Chief Executive Officer, Greater China in April 2024
Jolie Fleming
Jolie was appointed to the Executive Committee as Chief Product & Technology Officer in April 2024
Ron Kalifa
Ron was appointed to the Board as a Non-Executive Director with effect from 1 January 2024
George Turner
George stood down from the Executive Committee and his role as Chief Commercial and Technology Officer
in April 2024
Board and Committee membership and attendance in 2024
Appointment date
Additional/
Committee
appointments
Board
Audit
Committee
a
Responsible
Business
Committee
Nomination
Committee
Remuneration
Committee
Total meetings held
8
5
4
5
6
Chair
Deanna Oppenheimer
b
01/06/22
N
R
8/8
5/5
6/6
Chief Executive Officer
Elie Maalouf
01/01/18
8/8
Executive Directors
Michael Glover
20/03/23
8/8
Senior Independent Non-Executive Director
Graham Allan
c
01/09/20
A
N
RB
SID
8/8
4/5
4/4
5/5
Non-Executive Directors
Daniela Barone Soares
d
01/03/21
R
RB
7/8
3/4
4/6
Arthur de Haast
01/01/20
A
RB
8/8
5/5
4/4
Duriya Farooqui
07/12/20
VoE
A
RB
8/8
5/5
4/4
Byron Grote
01/07/22
A
N
R
8/8
5/5
5/5
6/6
Sir Ron Kalifa
e
01/01/24
A
R
7/8
4/5
5/6
Angie Risley
f
01/09/23
N
R
RB
8/8
3/4
4/5
6/6
Sharon Rothstein
01/06/20
A
RB
8/8
5/5
4/4
a. In principle, the full Board attends the relevant sections of the Audit Committee meetings when
financial results are considered.
b. In principle, the Chair attends all Committee meetings.
c. Graham Allan was unable to attend an Audit Committee meeting due to a prior commitment.
d. Daniela Barone Soares was unable to attend a Board meeting, a Responsible Business Committee meeting and two Remuneration Committee meetings
due to prior commitments. Daniela stood down from the Board on 31 December 2024.
e. Ron Kalifa was unable to attend a Board meeting, an Audit Committee meeting and a Remuneration Committee meeting due to a prior commitment.
f.
Angie Risley was unable to attend a Responsible Business Committee meeting and a Nomination Committee meeting due to a prior commitment.
Board Committee membership
and additional appointments key
A
Audit Committee member
R
Remuneration Committee member
RB
Responsible Business Committee member
N
Nomination Committee member
Chair of a Board Committee
SID
Senior Independent Non-Executive Director
VoE
Non-Executive Director responsible
for workforce engagement – Voice of
the Employee
118
IHG
Annual Report and Form 20-F 2024
Our Executive Committee
Heather Balsley
Chief Commercial & Marketing Officer
Appointed to the Executive Committee:
November 2023 (joined the Group: 2007)
Skills and experience
Heather was appointed as IHG’s Global
Chief Customer Officer in November
2023 later becoming Chief Commercial
& Marketing Officer in April 2024.
Previously, Heather held several senior
positions in the Group, including SVP,
Global Loyalty & Partnerships, where
she was responsible for the Company’s
loyalty and partnerships business,
including the re-launch of IHG One
Rewards and co-brand credit card
business. She also served as SVP, Global
Marketing, Mainstream Brands and SVP,
Americas Brands and Marketing.
Prior to joining IHG, Heather spent
seven years as a consultant with
Marakon Associates in New York,
where she advised Fortune 500
companies on performance-
enhancing strategies.
She holds an MBA from Harvard
Business School and a bachelor’s
degree in Economics and Sociology
from Duke University.
Key responsibilities
Heather leads all aspects of IHG’s
brand strategy, positioning, marketing,
commercial performance, customer
data & analytics and the end-to-end
customer experience across IHG’s
portfolio of 19 brands, including our
award-winning IHG One Rewards
loyalty programme.
Daniel Aylmer
Chief Executive Officer, Greater China
Appointed to the Executive Committee:
April 2024 (joined the Group: 2016)
Skills and experience
Daniel’s expertise in hotel operations
and deep understanding of the Chinese
market has enabled him to lead IHG’s
Greater China region with continued
success. Previously, Daniel held the
position of Managing Director for the
region from 2021 to 2024, where he
played a pivotal role in steering the
region’s growth by executing strategic
priorities, enhancing performance,
and fostering an excellent reputation.
Before this, Daniel served as Chief
Operating Officer for IHG Greater China,
where he provided strategic direction for
all managed and franchised full-service
hotel operations, contributing significantly
to the region’s rapid expansion.
Daniel’s background in hospitality spans
Europe, the US, and Asia. With more
than 20 years previously at Starwood,
he brings invaluable expertise to IHG.
Daniel also serves on the executive
committee of the British Chamber
of Commerce in Shanghai, actively
promoting the economic and trade
exchanges between China and the UK.
Key responsibilities
Daniel oversees the Greater China market
based in Shanghai and is responsible
for driving the management, growth,
and profitability o
f the region.
In addition to Elie Maalouf and
Michael Glover, the Executive
Committee comprises:
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
119
Our Executive Committee
continued
Gender of Board and Executive Committee
Number
of Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
(CEO, CFO, SID
and Chair)
Number in
Executive
Committee
Percentage
of Executive
Committee
Men
6
60%
3
6
60%
Women
4
40%
1
4
40%
Not specified/pre
fer not to say
Jolie Fleming
Executive Vice President,
Chief Product & Technology Officer
Appointed to the Executive Committee:
April 2024 (joined the Group: 2021)
Skills and experience
Jolie joined IHG in 2021 as Senior Vice
President, Guest Products and Platforms
(GPP) for IHG’s Commercial and
Technology team. In that role, she led the
development and launch of technology
solutions for the new IHG One Rewards
programme and supporting mobile app,
new hotel websites and the integration
of new partners, including Iberostar.
Jolie’s career has spanned both large
corporate environments and start-ups but
has focused on a common goal of leading
transformative growth through product
management, technology, relentless
delivery and high-performance teams.
Prior to IHG, Jolie spent more than 25 years
in technology-first businesses spanning
multiple industries. Most recently, Jolie
served as the Managing Director of Digital
and Customer Experience at E*TRADE
by Morgan Stanley where she led its
award-winning digital channels.
Key responsibilities
Jolie is responsible for driving the
development of all guest, enterprise and
owner-facing products and technology,
while working across the Group’s
regions with marketing, brands, loyalty
and operations.
Jolyon Bulley
Chief Executive Officer, Americas
and Group Transformation Lead,
Luxury & Lifestyle
Appointed to the Executive Committee:
November 2017 (joined the Group: 2001)
Skills and experience
A career hotelier, Jolyon has held a number
of signi
ficant roles at IHG and, be
fore being
appointed as CEO, Americas in 2023, was
CEO for Greater China from 2018. In 2021,
in addition to his role as CEO for Greater
China, Jolyon was appointed to lead the
Luxury & Lifestyle Transformation Team.
Prior to that, he was Chief Operating
Officer (COO) for the Americas from 2014
to 2017, leading the region’s operations for
franchised and managed hotels, in addition
to cultivating franchisee relationships and
enhancing hotel operating performance.
Jolyon also served as COO for Greater
China for almost four years, with oversight
of the region’s hotel portfolio and brand
performance, new hotel openings and
owner relations.
Jolyon graduated from William Angliss
Institute in Melbourne with a concentration
in Tourism and Hospitality.
Key responsibilities
Jolyon is responsible for the management,
growth and profitability o
f the Americas
region and the development and defining
of a strategy for our Luxury & Lifestyle
brands’ performance and growth.
Yasmin Diamond, CB
Executive Vice President,
Global Corporate Affairs
Appointed to the Executive Committee:
April 2016 (joined the Group: 2012)
Skills and experience:
Before joining IHG in 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.
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 is an Independent Non-
Executive Director of the Rugby Football
Union 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, internal, hotel and owner
communications; global government
affairs work; and leading IHG’s
Corporate Responsibility strategy.
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Kenneth Macpherson
Chief Executive Officer, EMEAA
Appointed to the Executive Committee:
April 2013 (joined the Group: 2013)
Skills and experience
Kenneth became CEO, EMEAA in
January 2018. He was previously IHG’s
CEO for Greater China, a role he held
from 2013 to 2017. He 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,
he 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.
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.
Nicolette Henfrey
Executive Vice President, General
Counsel and Company Secretary
Appointed to the Executive Committee:
February 2019 (joined the Group: 2001)
Skills and experience
Nicolette joined IHG in 2001. Prior to
leading the Business Reputation and
Responsibility function, she held
a number of senior legal roles,
including Deputy Company Secretary.
During that time, she worked with
the Board, Executive Committee and
wider organisation to ensure best-in-
class delivery and compliance across
legal, governance and regulatory
areas. Nicolette is a solicitor qualified
in England and South Africa and
previously worked as a corporate
lawyer at Linklaters in London and
Findlay & Tait (now Bowmans) in
South Africa.
Key responsibilities
Nicolette has global responsibility
for all areas of corporate governance,
legal, risk management, insurance,
regulatory compliance, internal audit
and hotel standards.
Wayne Hoare
Chief Human Resources Officer
Appointed to the Executive Committee:
September 2020 (joined the Group: 2020)
Skills and experience
Wayne has more than 30 years of
experience in HR and joined IHG from
RCL FOODS, where he spent seven
years as the company’s Chief Human
Resources Officer, leading the 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 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 to enable a performance
culture focused on growth.
Key responsibilities
Wayne has global responsibility
for talent management, learning and
capability building, inclusion and impact,
organisation development, reward and
benefit programmes, employee relations
and all aspects of the people and
organisation strategy for the Group.
Ethnic background of Board and Executive Committee
Number
of Board
members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
Executive
Committee
Percentage
of Executive
Committee
White British or other White
(including minority-white groups)
7
70%
3
8
80%
Mixed/Multiple Ethnic Groups
Asian/Asian British
2
20%
1
10%
Black/African/Caribbean/Black British
Other ethnic group
1
10%
1
1
10%
Not specified/pre
fer not to say
The information in the tables above is compiled from self-reported data from the relevant individuals.
As at 17 February 2025, the Company complies with the following targets on board diversity in accordance with Listing Rule 6.6.6R(9): (i) at least 40% of the individuals on the Board
are women; (ii) at least one senior position, namely the Chair of the Board, is held by a woman; and (iii) at least one individual on the Board is from a minority ethnic background.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
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121
Governance structure
The Board is responsible for promoting the long-term sustainable success of the Group
and establishes its purpose, values and strategy.
Operational matters, routine business and information disclosure procedures are delegated by the Board to Management Committees,
with the exception of a number of key decisions and matters that are reserved for the Board. The schedule of matters reserved for
the Board was reviewed and approved at the December 2024 Board meeting and is available on our website.
The Board is supported by its four Principal Committees (Audit, Nomination, Remuneration, and Responsible Business),
all of which consist of Non-Executive Directors. These committees assist the Board in carrying out its functions and in
overseeing the delivery of the strategic objectives it sets for management.
See pages 123 to 125 for information.
The Board
Board Committees
Nomination Committee
Leads on and examines nominations and appointments
to the Board and its Committees and makes
recommendations to the Board.
Responsible for reviewing the Group’s leadership needs.
See pages 136 and 137.
Remuneration Committee
Leads on and reviews all aspects of remuneration
of the Executive Directors and Executive Committee
members and remuneration policy for senior executives.
See pages 138 to 175.
Responsible Business Committee
Leads on responsible business objectives and strategy,
including our approach to social, community and human
rights matters.
Reviews our impact on the environment and communities.
Reviews the Board’s engagement with the workforce
and the Group’s culture of inclusivity.
See pages 134 and 135.
Audit Committee
Leads on internal controls and risk management;
financial reporting; internal audit;
fraud and external
audit and compliance.
Maintains working relationships with management;
Global Internal Audit; Disclosure Committee; and the
external Auditor.
See pages 128 to 133.
Governance framework
Our governance framework is headed by the Board, which delegates
certain management and oversight responsibilities to various Committees
to further IHG’s purpose, values and strategy, while conducting business
in a responsible manner. Executive management is responsible for the
implementation of strategy that is delivered by the Group’s workforce.
Management Committees
Operational matters, routine business and
information disclosure procedures are delegated
by the Board to Management Committees.
The Management Committees are comprised
of senior executives, including, where relevant,
the Executive Directors.
Executive Committee
Chaired by the CEO, it considers and manages the day-to-
day strategic and operational issues facing the Group.
Its remit includes executing the strategic plan once agreed
upon by the Board, monitoring the Group’s performance
and providing assurance to the Board in relation to overall
performance and risk management.
General Purposes Committee
Chaired by an Executive Committee member, it attends to
items 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.
Disclosure Committee
Chaired by the Group’s Financial Controller, it ensures
that proper procedures are in place for statutory and listing
disclosure requirements. This Committee reports to the
Chief Executive Officer, the Chief Financial Officer and
the Audit Committee.
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Annual Report and Form 20-F 2024
Board activities
Key areas of focus during the year
The Board receives regular updates
on principal and emerging risks,
internal controls, risk management
systems, the Group’s risk appetite,
litigation, cybersecurity, compliance
programmes and the global insurance
programme. Committee Chairs
also deliver reports on risk topics in
relation to the areas of remit for their
respective Committees.
The Board receives regulatory
development updates from the
General Counsel and Company
Secretary, covering regulatory
changes in areas such as corporate
reporting and governance, executive
remuneration, shareholder body
voting guidelines and other social and
environmental matters. The Board
also reviewed and approved the
Group’s Code of Conduct.
The Board receives regular updates
from the CEO and CFO on recent and
current trading, including RevPAR,
operating profit, net system size
growth and cash flow per
formance.
These were also compared to the
results of competitors and budget.
Internal projections were compared
with the consensus of forecasts by
analysts to ensure that the Company’s
prospects were appropriately reflected
in market expectations. The Board also
monitors the progress of the share
buyback programme.
Throughout the year, the Board
also receives regional performance
updates from each of the regional
Chief Executive Officers, covering
regional market and competitive
landscapes, financial per
formance,
regional strategy and progress on
regional initiatives, and risks and
mitigation measures.
Board meetings
This page gives an overview of some
of the regular and standing items
discussed and decisions made at
Board meetings during the year.
The table on pages 124 and 125 sets
out information on the key matters
discussed by the Board in 2024
and our Section 172 statement,
which includes information about
how stakeholders were considered
and impacted outcomes.
In several areas, much of the substantive
preparation work took place within
the Board’s Committees and was later
confirmed by the Board, or the whole
Board attended certain sections of
Committee meetings. Where this was
the case, the discussions are treated
as having taken place at Board level.
The Board receives a regular report
outlining share register movements,
relative share price performance,
investor relations activities and
engagement with shareholders.
The Board also considers views shared
from the regular investor and analyst
perception studies and feedback
surveys, as well as individual meetings
with investors.
The Board receives a regular report
outlining various geopolitical and
social issues pertaining to IHG
and its business; corporate affairs
activity supporting IHG’s corporate
reputation, brands and responsible
business agenda; owner and
colleague engagement; government
and advocacy programmes; and
industry-body engagement.
Performance
Governance and assurance
Stakeholders
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
123
Board activities
continued
Key areas of focus during the year
continued
Key matters discussed in 2024 and Section 172 statement
Section 172 of the Companies Act 2006 requires a director of a company to promote the success of that company,
and in doing so, the director must have regard to six factors. These are: the long-term consequences of a decision;
the interests of its employees; business relationships with suppliers, customers and others; its impact on the community
and environment; the desirability of maintaining high standards of business conduct; and the need to act fairly between
members of the company. The table below summarises some of the main matters dealt with by the Board during the
year and how it took the Section 172 factors into account. The relevant Section 172 factors are identi
fied in the table.
Finance and performance
Shareholder returns
The Board considered and approved
a final dividend
for 2023, an interim
dividend for 2024 and a $800m
share buyback programme.
In considering the dividends paid during the year and the share
buyback programme, the Board took into account the creation
of value for shareholders, the expectations of analysts in the
context of the Company’s trading and viability assessments and
capacity to pay, as well as the external environment, including
the geopolitical situation and macro-economic developments,
while having regard to the Group’s dividend policy.
Considerations
– Long term
– High standards
– Act fairly between members
Group finance
The Board approved the update
of the Group’s Euro Medium Term
Note (EMTN) bond programme and
the issuance of a €750m bond.
In approving the EMTN programme update and the €750m
bond issuance, the Board considered in particular the Group’s
longer-term debt maturity and liquidity profiles as well as the
benefits o
f prudent
financial management to the Group’s
employees and shareholders.
Considerations
– Long term
– Employees
– High standards
– Act fairly between members
Financial statements
The Board considered and approved
the full and half-year
financial results
statements, including the going
concern and viability statements,
and whether the Annual Report was
fair, balanced and understandable.
In reviewing and approving for publication the Group Financial
Statements, the Board ensured that the Group had met its
regulatory requirements in relation to providing shareholders
and other stakeholders with accurate information regarding
the Group and further maintained the Group’s reputation
for operating with high standards.
Considerations
– High standards
– Act fairly between members
Strategic and operational matters
Brand portfolio
The Board considered and approved
the Group’s execution of a long-
term franchise and development
agreement with NOVUM Hospitality.
The Board considered in particular the transaction’s financial
and strategic benefits and how the transaction supports the
Group’s strategy to grow mainstream brands, focus on priority
markets and maintain an asset-light model. The Board also
noted the beneficial outcome
for hotel owners, through higher
brand awareness and loyalty programme engagement.
Considerations
– Long term
– Suppliers and customers
– Community and environment
Ancillary business
The Board approved the new US
co-brand credit card arrangements
between the Group, JPMorgan
Chase Bank and Mastercard.
The Board recognised the extensive benefits o
f the new
arrangements for IHG, its shareholders, hotel owners and guests,
noting how they will create more opportunities for guests to engage
with IHG and its loyalty programme; further strengthen IHG’s
enterprise and the System Fund for the bene
fit o
f hotel owners; and
drive significant shareholder value through additional revenues.
The Board and the Audit Committee considered the accounting
and reporting implications of the agreements.
Considerations
– Long term
– Suppliers and customers
– High standards
– Act fairly between members
Ancillary business
The Board approved changes
to System Fund arrangements
involving changes to fees paid by
hotel owners into the System Fund
and the sharing arrangements for
ancillary fee streams.
The Board carefully considered the impact of the changes on hotel
owners and noted the close engagement with the IHG Owners
Association. The Board also took into account the beneficial
outcome for the Company’s shareholders in terms of the increased
revenues being recognised by IHG within its results from reportable
segments. The Board and the Audit Committee also considered
the accounting and reporting implications of the changes.
Considerations
– Long term
– Suppliers and customers
– High standards
– Act fairly between members
Growth strategy in regions –
Americas, EMEAA and Greater China
The Board received in-depth
regional updates from the CEOs of
each of the Group’s three regions,
and provided oversight with regard
to the Group’s growth strategy
and strategic priorities.
The Board received regular updates from the Group’s operating
regions, covering the Group’s relative brand positioning across
the brand segments; enterprise capabilities across key markets
and the priorities for driving growth in the national markets,
and further focused on actions to accelerate the Group’s growth.
In its discussions, the Board paid particular attention to critical
owner considerations in relation to optimising owner returns as
well as initiatives to reduce energy consumption and food waste.
Considerations
– Long term
– Suppliers and customers
– Community and environment
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Annual Report and Form 20-F 2024
Strategic and operational matters
continued
Regional operating model
The Board endorsed changes to the
EMEAA region operating model.
In considering the changes to the EMEAA regional operating
model, the Board noted in particular the potential to increase
awareness and preference for the Group’s brands across a wider
geography, enabling further revenue and pro
fit delivery
for
hotel owners. The Board also took into account how the evolved
structure supported talent and succession plans.
Considerations
– Long term
– Suppliers and customers
– Employees
Technology
The Board received regular updates
during the year on key technology
initiatives.
The Board received regular updates on key technology initiatives,
including the Group’s new revenue management and property
management systems; work to optimise technology across
the Group’s channels, particularly call centres; and projects to
leverage generative AI and enhance reporting platforms. The
Board noted in particular the benefits o
f an enhanced technology
offering to hotel owners as well as the Group’s employees.
Considerations
– Long term
– Suppliers and customers
– Employees
Governance
Executive Committee
appointments
The Board endorsed the changes
and appointments to the Executive
Committee during the year.
In considering the talent and succession planning at the Executive
Committee level, the Board focused on the skills, experience and
profile required to optimise the Executive Committee, including
relevant regional and functional leadership, to facilitate the
delivery of the Group’s strategic objectives.
Considerations
– Long term
– Employees
– High standards
People
Our people and culture
The Board participated in and received
regular updates from the Voice of the
Employee workforce engagement
programme.
The Board participated in employee feedback sessions, and
received and considered regular updates from the Voice of the
Employee workforce engagement programme, noting continued
positive feedback from engagement sessions. A summary of the
Voice of the Employee engagement programme activities carried
out during 2024 is included on page 135.
Considerations
– Employees
– High standards
Annual Board strategy meeting
The 2024 Annual Board strategy
meeting was held in Atlanta, the
location of the Group’s main corporate
office in the USA. The Board undertook
a detailed review in respect of the
following areas:
the Group’s performance and
achievements in the context of
the broader industry and macro-
economic considerations;
the Group’s strategy and key
strategic choices to guide
future priorities;
key components of the Group’s
commercial, marketing and
technology strategies; and
the Group’s financial and value
creation strategy, long-term
financial considerations and
how the Group’s risk appetite
informs the strategic choices.
The sessions provided the Board
with a deeper understanding of the
strategic choices the Group faces
to continue to drive growth and
performance and also allowed the
Board to focus on the impact of the
strategic choices on the Group’s
culture of high performance and
continuous improvement.
The Board also reflected on
the overall effect of the strategic
choices on the Group’s risk appetite,
risk tolerances and approach
to programme and operational
risk management.
Outcomes and action items were
also addressed at subsequent
Board meetings.
Board members were also able to
engage informally with colleagues
at several leadership functions and at
a visit to the Group’s Design Centre.
See pages 42 and 43 for information about how we have engaged with our stakeholders in 2024.
Further details of our regard for our people, communities and the planet are on pages 52 to 63.
Strategic
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Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
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125
Board activities
continued
Our shareholders and investors
Director appointments and induction
Director appointments
Other than Sir Ron Kalifa’s appointment
to the Board from 1 January 2024,
details of which were included in our
Annual Report and Form 20-F 2023,
no new appointments to the Board
were made during 2024.
New Director inductions
When appointed, all new Directors
undergo a comprehensive and
formal induction programme that is
tailored to meet their individual needs
and respective roles on the Board.
We believe this is crucial to ensure that
our Directors have a full understanding
of all aspects of our business and
familiarity with the Group’s purpose,
culture and values so that they can
contribute effectively to the Board.
Tailored induction plans are prepared
for new Board members in advance
of their appointment to the Board.
The plans broadly cover the following
topics, while being tailored to their
Committee appointments and
roles, with a particular emphasis on
understanding IHG’s business, long-
term strategy, risks and opportunities
within the business and governance
processes and controls:
information on the Group’s purpose,
culture, values and strategy, including
its business model, brands and the
markets in which it operates;
key strategic initiatives;
our approach to internal controls
and our risk management strategy;
information on the Board,
its Committees and IHG’s
governance processes;
a reminder of the rules relating to
maintaining the confidentiality o
f
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; and
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.
Additional appointments
During 2024, the Board considered
and endorsed the following additional
appointments of Directors:
Graham Allan as Chair of the
Remuneration Committee of
Intertek plc.
Ron Kalifa as Chair of the Sports
Honours Committee.
Daniela Barone Soares as Non-
Executive Director of Bunzl plc.
Sharon Rothstein to the board
of Pop Up Bagels, Inc.
Deanna Oppenheimer as a UK
Council Member of the King’s Trust.
In each case, the Board took into
account other appointments,
the time commitment required for
each role and the context of the
UK Corporate Governance Code,
including institutional investor and
proxy adviser guidelines concerning
over-boarding. 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.
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 and the
Committee chairs regularly review
the training and development needs
of the Board in setting the agendas.
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. In 2024, these sessions
included updates on cybersecurity,
franchising, privacy, remuneration,
and responsible procurement.
In addition, the Company Secretary
as well as the Company’s external
Auditor provide regular updates
on regulatory, corporate governance
and legal matters as relevant, and
Directors are able to meet individually
with senior management if necessary.
During 2024, IHG continued its open
dialogue with shareholders and investors
and conducted its annual programme of
investor relations activities with support
from its brokers and advisers. The Board
received regular updates and considered
feedback as outlined on page 123.
The Chair of the Board also held a
series of governance meetings with
investors during the year. Meetings were
held both in-person and virtually and
focused on Board and leadership
changes, executive remuneration
and sustainability. The feedback from
investors was positive and investors
expressed their support for the Group’s
strategy and management.
In addition, our Registrar and American
Depositary Receipts (ADR) programme
custodians have supported shareholders
and ADR holders with their queries.
Committee Chairs and the Senior
Independent Director are available for
shareholders if they have concerns
they wish to discuss.
Further information on the Board’s
engagement with shareholders and
investors is included on page 42.
Annual General Meeting (AGM)
The Board was pleased to meet
shareholders in person at the
2024 AGM.
Our 2025 AGM will be held on
Thursday 8 May 2025. The notice of
meeting will be sent to shareholders
and made available on our website
in due course.
Visit
ihgplc.com/investors
under Shareholder centre.
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Board effectiveness evaluation
Board members were asked to consider
the Board’s overall effectiveness by
completing an internal questionnaire,
which focused on the following areas:
– progress in implementing agreed action
items from the 2023 effectiveness review;
– Board composition, including knowledge,
experience and competencies, and
succession planning;
– Board dynamics and information
flow 
from management to the Board;
– engagement between the Board
and management; and
– Board leadership and strategic focus.
Evaluation process
Results of Governance Review
Performance evaluation of Directors
Strengths:
1.
The responses of Board members to the
questionnaire were largely favourable in relation
to all areas of the Board’s operation.
2.
The Board’s engagement with management continues
to be robust and effective, with the right level of support
and challenge being brought by the Board.
3.
Board members commented positively on overall
Board dynamics and discussion, indicating that reporting
from Management continues to be well prepared and
transparent and that the Board has kept sufficient focus
on IHG’s long-term strategy.
4.
The Board continues to be effective in safeguarding
the governance, reputation, viability and future
value of IHG.
In addition to the internal Board
evaluation process outlined above, the
SID led the individual performance of the
Non-Executive Directors and carried out
one-to-one meetings with each of them,
focusing on their contribution to the Board
and Principal Committees and engagement
with fellow Directors, taking into account
their relevant skills, knowledge and
experience. Particular points of note were
shared with the individual Directors and,
following a
final discussion and
feedback
session between the Chair and the SID,
it was concluded that the Directors perform
their duties independently and effectively
and that they dedicate sufficient time
to discharge their Board responsibilities.
The performance assessment of the Chair
was also led by the SID. The evaluation
focused on:
– overall leadership of the Board;
– 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 to a series of
questions from the Non-Executive Directors.
Key areas of focus included:
– the Group’s performance and impact
of the CEO;
– the relationship and ability to work
collaboratively and transparently
with the Board;
– delivery of the Group’s growth agenda;
– regard for community and
the environment;
– building talent and organisational
capabilities; and
– progress in relation to IHG’s 2024
plan and future strategic priorities.
Board Committees
Each of the Board’s Committees were evaluated as part of the broader evaluation process. The internal evaluation process also assessed
the effectiveness and support provided by and to the Board Committees.
Through the process, it was confirmed that the Committees have the necessary attributes to support their effective operation and that they
are well integrated into the Board decision-making processes.
Each of the Committees reviewed the
findings and agreed the respective actions with consideration o
f the overall Board
findings where they
were deemed relevant to the Committee’s work. Further details are set out in each Committee Report on pages 129, 134, 137 and 154.
Areas of focus for the year ahead:
1.
Continued focus on long-term strategy: need to
continue balancing short-term and long-term objectives,
in particular in the context of an increasingly competitive
landscape, complex geopolitical and economic factors,
technology opportunities and challenges, and evolving
environmental, social and governance trends.
2.
Evolving Customer Needs and Industry Trends:
maintain its focus on industry trends, whilst further
focusing on consumer trends and brand performance
and employee culture to remain competitive.
3.
Board Composition & Succession Planning:
good progress had been made in relation to executive
succession planning, which should continue to be a
focus for 2025.
In line with best practice, the performance and effectiveness of the Board and its
Committees are carefully reviewed each year through a formal evaluation process,
which is traditionally facilitated externally every three years. An external evaluation
was completed in 2023. In 2024, an internal evaluation was undertaken.
FY22
Internally led evaluation
FY23
Externally led evaluation by
Independent Audit Limited
FY24
Internally led evaluation
Strategic
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Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
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127
Audit Committee Report
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; and reviews
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
ihgplc.com/investors
under Corporate governance.
As noted, the Committee focused its
attention on reviewing and obtaining
assurance in relation to emerging and
evolving risks as well as the Group
Financial Statements and controls.
Other areas of focus over the year
have been:
the Group’s global financial
governance compliance plans,
with particular focus on system
and process transitions;
consideration of an indicative
roadmap to ensure compliance with
the revised Corporate Governance
Code’s requirement of a declaration
from Directors regarding the
effectiveness of material controls;
the Group’s approach to compliance
with the EU Corporate Sustainability
Reporting Directive and the governance
structure implemented to provide
oversight across the project;
the evolution of the Group’s brand
safety standards framework to
address existing and emerging hotel
operational safety and security risks,
with a continued focus on delivering
globally consistent outcomes to
manage safety and security risks
across the Group’s brands and
business models; and
the Group’s approach to insurance
coverage, including the annual
renewal of the global property and
liability insurance programme.
Membership and
attendance at meetings
Details of the Committee’s membership
and attendance at meetings are set
out on page 118. The Chair of the
Board, CEO, CFO, Group Financial
Controller, Head of Risk and Assurance,
General Counsel and Company
Secretary, Deputy Company Secretary
and our external Auditor attended
the Committee’s meetings in 2024.
Other attendees are invited to meetings
as appropriate and the CEO and all other
Directors were invited to Committee
meetings where the approval of
financial reporting was considered and
discussed. 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 the Group
operates. Further details of the skills and
experience of the Committee members
can be found on pages 114 to 117.
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.
Highlights
Detailed assessment of the
changes made during the
year regarding fees paid by
owners into the System Fund
and the sharing arrangements
for ancillary fee streams such
as those related to the sale of
IHG One Rewards loyalty points.
Analysis and evaluation of the
financial reporting implications
of the new US co-brand credit
card arrangements entered
into during the year, including
accounting estimates, the
control environment and
financial statement disclosures.
Expansion of deep dives relating
to key risk and control topics
correlated to our principal and
emerging risks from experts
across the business.
“Effective
oversight of the
Group’s financial
control and risk
management
operations
is foundational
to the Group’s
long-term
success.”
Byron Grote
Chair of the Audit Committee
128
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Annual Report and Form 20-F 2024
Effectiveness of the Committee
During the year, the Committee’s
effectiveness was reviewed as part of
the internal Board evaluation process.
The evaluation responses positively
highlighted the quality of leadership and
external reporting and the Committee
concluded that it remains effective.
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 key judgement areas, going concern
and viability statements, the financial
reporting impacts of commercial
litigation and disputes, exceptional
items and impairment reviews) 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 the external Auditor 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 the Disclosure
Committee’s minutes were also
provided to the Committee.
The Committee received early drafts of
the Annual Report and Form 20-F 2024
(Annual Report), and when providing
comments considered: (i) the process
for preparing and verifying the Annual
Report, which included review by the
Executive Committee and input from
senior employees in the Company
Secretariat, Legal, Operations, Strategy,
Human Resources, Finance, Risk and
Assurance teams; (ii) a report from the
Chair of the Disclosure Committee;
and (iii) a 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 also reviewed
the proportionate and consistent
consideration of climate matters across
the Annual Report, including the Task
Force on Climate-Related Financial
Disclosures (TCFD) statement and an
asset-by-asset review for impairment
purposes, and considered that the
disclosures were appropriate.
Alongside this review, the Committee
considered guidance provided by
the Financial Reporting Council
(FRC) throughout the year and took
into account the updated Corporate
Governance Code 2024.
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
2024 Financial Statements
Throughout 2024, the Committee
provided ongoing challenge to
management’s accounting, reporting
and internal controls. The Committee
discussed with management and the
external Auditor the significant areas
of complexity, management judgement
and estimation in relation to the Financial
Statements, 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 pages 132 and 133.
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, and
undertook such a review in respect
of 2024.
In order to effectively review the internal
control and risk management systems,
the Committee:
receives regular reports from
management, the Risk and Assurance
team and the external Auditor on the
effectiveness of the systems for risk
management and internal controls,
including financial, operational and
compliance controls;
reviews the process by which risks
are identified (including procedures
in place to identify emerging risks
and linkage to wider consideration of
strategy and resilience) and assesses
the timeliness and effectiveness
of action taken by management,
including regular reports on the
Company’s overall risk management
and internal controls systems and
principal risks; and
receives regular reports relevant
to risk management and internal
controls, both financial and non-
financial, to ensure that current
and emerging risks are identified
and assessed and that there is an
appropriate management response
(see pages 44 to 51 for further
detail on our risks and initiatives
to manage them).
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
129
Audit Committee Report
continued
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 the year,
the Committee received updates on
the automation of SOX controls and the
ongoing programme to streamline
the overall control count in line with
continued best practice and advances
in automation.
During 2024, the Committee considered
the activity undertaken by the Risk and
Assurance team to enhance the Board’s
oversight of risk management and
internal controls. The Committee also
received presentations on:
cybersecurity and fraud trends and
increased areas of focus (including
AI and automation);
regulatory developments relating
to franchise law, privacy, ethics
and compliance and non-
financial reporting;
litigation risks for franchisees, including
risks of vicarious liability for human
trafficking and operational safety and
security; and
the impact of IHG’s growth strategy,
including evolving geographic
and ownership profiles, on
operational standards such as brand
safety standards.
Having reviewed the internal controls
and risk management systems
throughout the year, 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.
Tax risks, policies and governance
The Group’s CFO has responsibility
for tax and tax policies at Board level.
These policies and procedures are
subject to regular review and update and
are approved by the 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.
Our Approach to Tax document is available at
ihgplc.com/en/responsible-business/
policies-and-position-statements
Principal risk areas
During the year, the Committee
discussed and assessed the range
and aggregate impact of dynamic risks
that the Group faced in the context of
the ongoing volatility in the geopolitical
and macro-economic environment.
Factors noted in the Committee’s
discussions included:
the pace of digitalisation (for example,
rapidly evolving technology ecosystems
and cloud capabilities);
intensifying expectations of growth
and scale, including in new markets
and with evolving deal structures; and
growing opportunities for operational
efficiency and e
ffectiveness involving
organisational models and automation.
Further details of our principal risks,
uncertainties and review process can
be found on pages 46 to 51.
Non-audit services
IHG’s Audit and Non-Audit Services
Pre-Approval Policy helps to ensure
that the external Auditor’s independence
and objectivity are not impacted by
non-audit services provided by the
external Auditor. The policy is reviewed
by the Audit Committee annually.
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,
without any de minimis threshold in line
with US Securities and Exchange (SEC)
requirements and UK ethical standards.
The Committee reviewed the audit and
non-audit fees incurred with the external
Auditor and noted that there had been
no prohibited services (as defined by
SOX or under UK ethical standards)
provided to the Group during the year.
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 remains cognisant of the
guidelines of investor advisory bodies
on non-audit fees. During 2024, 12%
of services provided to the Group were
non-audit services (2023: 10%), primarily
related to System and Organisation
Controls Reports. These services are
typically performed by external auditors
as knowledge of the Company or Group
is necessary for the provision of the
non-audit services. Details of the fees
paid to PwC for non-audit and statutory
audit work during 2024 can be found
on page 214. 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 PwC. Where non-audit
work is performed by PwC, both the
Company and PwC 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 2024,
the Committee reviewed several areas
set out in the plan relating to dynamic
risk trends, particularly in areas with
less mature controls, including data
and information usage, operational
resilience, and technology and/
or digital performance innovations.
The plan also adapted during the year to
respond to the evolving ESG regulatory
landscape and to consider the impact
of ongoing organisational changes
on risk management and internal
control arrangements.
The Committee also received updates
on the arrangements for con
fidential
reporting and on certain investigations
supported by Internal Audit during
the year.
130
IHG
Annual Report and Form 20-F 2024
The 2025 plan presented to the
Committee in December 2024 maintains
focus on the integrity of the risk
management and internal control system,
providing independent assurance
to complement management’s own
activities where these are relatively mature,
well governed and/or regulated. Areas of
focus in 2025 include the delivery of key
owner and growth-focused initiatives;
procurement and technology vendor
risk management; and the ability of the
Group’s data governance frameworks to
meet evolving regulatory requirements.
Following consideration, the Committee
confirmed its agreement to the 2025
Internal Audit plan, including the
assurance objectives 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.
The functional effectiveness of Internal
Audit is assessed on an ongoing
basis and reported to the Committee
throughout the year. During 2024, this
has involved feedback from auditees
and self-assessment of execution
against methodology. This has
highlighted conformance to recently
revised recognised standards for internal
auditing and enhanced utilisation of
audit technology tools, while identifying
opportunities for ongoing improvement,
for example, deepening audit team
knowledge of key business initiatives and
sharing of audit recommendations with
regional management. An independent
quality evaluation of the function was
last conducted in 2023.
Governance and compliance
The Committee is also responsible
for reviewing the Group’s Code of
Conduct and related policies.
Looking forward
During 2025, the Committee
will remain focused on the Group’s
internal control and risk management
environment and approach to financial
reporting. In doing so, the Committee
will take into account developments
in reporting responsibilities, including
those relating to changes in the UK
Corporate Governance Code and
other regulatory requirements.
External Auditor –
reappointment of PwC
The Committee reviewed and assessed
PwC’s performance during the year
and considered its reappointment
as the Group’s external Auditor. PwC
has been the Group’s Auditor since its
appointment in March 2021, following
a tender process in 2019. During 2024,
Andrew Hammond succeeded Giles
Hannam as PwC’s lead audit partner.
The Committee regularly reviewed
and assessed the progress of the
audit throughout the year and also
undertook a detailed effectiveness
assessment through two surveys;
one for Committee members and
the other for senior management.
The surveys focused on the
following areas:
the quality and service of the
audit team;
audit planning and execution;
communication with the Committee
and senior management;
the Auditors’ assessment of process
controls and financial reporting; and
the independence and objectivity
of the Auditors.
The responses to the surveys were
positive and noted in particular that
the PwC audit team had developed
a clear audit plan that was effectively
communicated, demonstrated strong
technical expertise and provided
constructive challenge.
During 2024, the Committee also
agreed with PwC that reporting
would be provided against a series
of audit quality indicators to support
the Committee’s assessment of audit
quality. This reporting was provided
for the
first time in February 2024.
Accordingly, the Committee concluded
that the PwC audit team was providing
the required quality in its provision of audit
services and maintained appropriate
levels of independence and objectivity.
The Committee therefore recommended
to the Board the continued appointment
of PwC as external Auditor.
The Group has complied with the
requirements of the Statutory Audit
Services for Large Companies Market
Investigation (Mandatory Use of
Competitive Tender Processes and
Audit Committee Responsibilities)
Order 2014, which relates to the
frequency and governance of tenders
for the appointment of the external
Auditor and the setting of a policy on
the provision of non-audit services.
Correspondence with UK regulator
The Group received a letter dated
13 November 2024 from the FRC in
respect of the Group’s Annual Report
2023. The FRC did not raise any
substantive questions or queries but
noted a small number of matters for
consideration for the Annual Report
2024. The Group addressed the FRC’s
comments and took them into account
in the preparation of the Annual Report
and Form 20-F 2024.
The FRC’s review was based solely
on the annual report and accounts
and did not benefit
from detailed
knowledge of the Group’s business
or an understanding of the underlying
transactions entered into. It was,
however, conducted by staff of the
FRC who have an understanding of
the relevant legal and accounting
framework. The FRC’s letter provided
no assurance that the annual report
and accounts were correct in all
material respects; the FRC’s role was
not to verify the information provided
to it, but to consider compliance with
reporting requirements. The FRC’s
letter was written on the basis that
the FRC (which includes its officers,
employees and agents) accepts no
liability for reliance on it by the Company
or any third party, including but not
limited to investors and shareholders.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
131
Audit Committee Report
continued
Significant matters in the 2024 Financial Statements
Area for focus
Issue/Role of the Committee
Conclusions/Actions taken
Accounting for
IHG One Rewards
Accounting for IHG One Rewards
requires significant use o
f estimation
techniques and represents a
material deferred revenue balance.
The Committee reviews the controls,
judgements and estimates related
to accounting for IHG One Rewards.
The Committee reviewed the deferred revenue balance,
the valuation approach, the results of the external actuarial
review and procedures completed to determine the
breakage assumption for outstanding IHG One Rewards
points. The Committee concluded that the deferred
revenue balance is appropriately stated.
The Committee met with senior finance management to
review the new US co-brand credit card agreements, the
services provided by the Group and the allocation of revenue
to each of those services which was supported by a third-party
valuation. The Committee concluded that the accounting
treatment is appropriate and that the allocation of revenues
is not a significant estimate as a material change in estimate
is not expected in the next 12 months.
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.
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 management papers concerning
changes to System Fund arrangements including the lowering
of assessment fees and the treatment of ancillary revenues.
The Committee concluded that the accounting treatment
of the System Fund and related disclosures are appropriate.
The Committee was satisfied that the changes to the System
Fund aligned with terms agreed with owners and that
appropriate controls had operated around those changes.
Exceptional items
The Group exercises judgement
in presenting exceptional items.
The Committee reviews and
challenges the classification o
f
items as exceptional based on
their size, nature or incidence, with
consideration given to consistency
of treatment with prior years and
between gains and losses.
The Committee discussed with management and reviewed
papers outlining the significance, timing and nature o
f items
classified as exceptional (see pages 215 to 216). The Committee
reviewed and challenged reversals of prior year items to ensure
consistency of treatment. The Committee also considered
the sufficiency of disclosure and whether such disclosure
explained the rationale for why each item is considered to be
exceptional. The Committee concluded that the disclosures
and the treatment of the items shown as exceptional are
appropriate.
Litigation and
contingencies
From time to time, the Group is
subject to legal proceedings,
the ultimate outcome of each
being subject to many uncertainties.
The Committee reviews and
evaluates the need for provisioning
and considers the adequacy of
the disclosure.
At each meeting during the year, the Committee discussed with
the Group’s General Counsel and senior finance management
reports detailing all material litigation matters including
commercial disputes. The Committee discussed and agreed
any provisioning requirements based on underlying factors.
Disclosures were assessed, with particular emphasis on
the completeness of uncertainties disclosed.
Impairment testing
Judgement is applied in
assessing whether triggering
events for impairment testing
of assets or cash-generating units
have occurred. The Committee
scrutinises the methodologies
applied and the potential for asset
impairment or impairment reversal.
The Committee discussed with management and reviewed
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 whether triggering events for impairment
testing had occurred. The Committee also considered whether
proposed reversals represented real improvements in assets’
potential cash generation or arose only due to passage
of time. The Committee agreed with the determinations
reached on impairment.
132
IHG
Annual Report and Form 20-F 2024
Significant matters in the 2024 Financial Statements
Area for focus
Issue/Role of the Committee
Conclusions/Actions taken
Regulatory reporting
requirements
The Committee reviews the need
for reports and communications
required by regulations including
the Listing Rules, Market Abuse
Regulations, the Companies
Act and SEC rules.
The Committee reviewed major events during 2024, including
changes to System Fund arrangements and new co-brand
credit card agreements, and confirmed appropriateness
of market announcements.
The Committee reviewed management’s assessment of the
requirement to include an additional Schedule to the Annual
Report and Form 20-F comprising condensed parent company
financial in
formation presented under IFRS and in US dollars.
The Committee concluded that it was appropriate to include
the additional Schedule to support compliance with SEC rules
and that the Schedule is properly prepared and presented.
Going concern
and viability
The Committee reviews management’s
financial modelling to conclude
on the appropriateness of the going
concern and viability statement.
The Committee reviewed and challenged the scenarios
considered by management, the detailed cash flow
forecasts
and the mitigating actions available to management
considered in its going concern assessment to June 2026
and the three-year viability assessment and concluded that
these were 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 197) and the viability statement
(pages 109 and 110) and is satisfied that these are appropriate.
Climate risk
In preparing the Group Financial
Statements, the potential impacts
of climate change have been
considered.
The Committee reviewed an analysis from management
summarising the approach taken to consider climate risk
in the Group Financial Statements and concluded that the
disclosures were appropriate. The Committee agreed that
the disclosures made in respect of the TCFD were appropriate.
The Committee satisfied itsel
f that the approach across the
Annual Report has been proportionate and consistent.
Disclosures and
accounting policies
The Committee considers the
appropriateness of accounting
treatment and disclosures in
the Group Financial Statements.
The Committee reviewed management summaries of
the accounting treatment of certain contracts executed in
the year. The Committee reviewed new financial statement
disclosures concerning changes to the System Fund and
co-brand credit card agreements. The Committee also
reviewed correspondence from the FRC and management
proposals to refine other disclosures in certain areas o
f
the Financial Statements.
The Committee concluded that the accounting treatments
applied and the disclosures to the Group Financial Statements
are appropriate and proportionate.
Impact of IFRS 18
IFRS 18 ‘Presentation and Disclosure
in Financial Statements’ will be
adopted from 1 January 2027. In
advance of major new accounting
standards, the Committee assesses
management’s plan for adoption.
The Committee reviewed a management paper summarising
the requirements of IFRS 18 and management’s progress
to date in assessing the impacts of the new standard.
The Committee concluded that management’s plan for
continuing assessment and eventual adoption is appropriate.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
133
Responsible Business Committee Report
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 reviewing the Group’s culture
and inclusivity.
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
ihgplc.com/investors
under Corporate governance.
Membership and attendance
at meetings
The Committee’s membership and
attendance at meetings are set
out on page 118. The Chair of the
Board, CEO, General Counsel and
Company Secretary, Executive Vice
President, Global Corporate Affairs,
Chief Sustainability Officer and Deputy
Company Secretary 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
In 2024, the Committee’s effectiveness
was reviewed as part of the
internal Board evaluation process.
The Committee concluded that
it remains effective and meets its
responsibilities well. Focus areas
identified include consideration o
f the
potential change in market sentiment
on environmental and social matters
and the impact on the Group’s overall
responsible business strategy.
Focus areas and activities
Responsible business commitments
The Committee’s key responsibilities
and focus areas over the year have been:
assessing the 2024 strategic priorities
that support the Group’s 2030
responsible business commitments
and monitoring the progress
against them;
reviewing the status of the Group’s
carbon target and the work
undertaken by management in
respect of the target. This included
the integration of energy conservation
measures into brand standards,
the development of new-build
hotels that operate with very low
carbon emissions, launch of the
Low Carbon Pioneer programme,
and the exploration of future options
for renewable energy initiatives;
assessing the Group’s culture and
inclusivity, including building talent
pipelines for a global business at
both the corporate and hotel level;
working with the Remuneration
Committee to consider current and
future measures included in the LTIP
for Executive Directors and senior
leaders, relating to people and
the environment;
reviewing the Group’s human
rights programme and Modern
Slavery Statement, with particular
focus on the Group’s Responsible
Labour requirements;
Highlights
Review of the Group’s strategy,
workstreams and metrics in
relation to each of its Journey
to Tomorrow pillars.
Worked together with the
Remuneration Committee on
the inclusion of carbon and
people measures in the LTIP.
Expanded engagement
with the Group’s workforce
through the Voice of the
Employee programme.
“We are
committed to
ensuring that
IHG’s people,
communities,
and planet
priorities align
with the Group’s
strategic and
responsible
business
objectives.”
Graham Allan
Chair of the Responsible
Business Committee
134
IHG
Annual Report and Form 20-F 2024
monitoring the progress of key
workstreams in relation to the
Group’s responsible procurement
strategy, including its alignment with
the Group’s responsible business
commitments. Particular attention
was given to expanding IHG’s
supplier base, supplier due diligence
and certification processes, and
industry collaboration and regulatory
developments relating to the supply
chain; and
assessing the Group’s approach
to meeting its commitment to
improve the lives of people in our
communities around the world
and its strategic collaboration
with Action Against Hunger.
Further information on our 10-year
responsible business plan can be found
on pages 52 to 63.
Looking forward
During 2025, the Committee will
continue to focus on monitoring the
progress of the Group’s responsible
business commitments.
Our Responsible Business Report is available
at 
ihgplc.com/responsible-business
Voice of the Employee
As IHG’s designated Non-Executive
Director (NED) with responsibility
for workforce engagement (Voice
of the Employee), Duriya Farooqui,
supported by the Board and the
Group’s Global HR team, held a
series of employee interface sessions
throughout the year to engage
directly with members of IHG’s
corporate and hotel workforces,
with the aim of sharing feedback
with the Board for consideration
in its decision-making.
Role and responsibilities
The role and responsibilities of the
designated Voice of the Employee
NED are to:
support the design of the structure
and content of Board discussions on
employee engagement and culture;
evaluate employee engagement
approaches and their effectiveness;
ensure that employee feedback
and interests are factored into the
Board’s decisions and KPI setting;
ensure 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;
ensure that all significant business
and budget proposals include a
management assessment of the
impact on employees; and
ensure that executives share
employee feedback openly,
transparently and in a balanced
way, including reviewing
employee engagement surveys
and other employee reports,
including whistleblowing.
2024 engagement
Throughout 2024, Duriya, with the
participation of several other NEDs and
Chair Deanna Oppenheimer, hosted 14
employee interface meetings to engage
with a cross-section of employees,
and received detailed feedback.
These feedback sessions, which were a
mix of in-person and virtual meetings/
forums, included leader groups within
the hotel, reservations and corporate
populations, and employee resource
groups (ERGs), across the UK, US, India,
China and various EMEAA countries, as
well as colleagues who have recently
joined the organisation.
Discussion topics and themes
in relation to the feedback received
from employees included: workplace
culture; leader communications;
strategy, prioritisation and
collaboration; talent attraction;
onboarding and retention; and
career development.
Angie Risley, the Chair of the
Remuneration Committee, also joined
sessions to obtain feedback in relation
to IHG’s remuneration policies.
Additional engagement and activities
undertaken by Duriya, the Chair of
the Board, and other NEDs during the
year included:
monitoring and reviewing the
content and feedback from
global ‘all employee’ CEO calls;
reviewing employee engagement
survey results;
engaging with the Global HR
Leadership team to receive broader
cultural insights; and
engaging directly with senior leaders
at Board and Committee meetings
and the Board strategy event.
Insights and learnings
Duriya provided regular feedback to
the Responsible Business Committee
and the Board throughout the year,
with key Board discussions taking
place around the insights as well as
action planning arising from employee
engagement survey results.
Plans for 2025
Duriya will remain as the Board
member with responsibility for
workforce engagement in 2025,
assisted by additional NEDs.
A schedule of discussions and
feedback sessions has been
arranged for 2025 and will continue
to encompass a wide group of
employees and leaders from across
all regions, including ERGs and Lean
In Circles. The discussion topics
will be tailored to specifically
focus
on those areas that support the
strategy and the evolving culture.
Additionally, the Board will continue
to keep the functioning of the
Voice of the Employee programme
under review to ensure it meets
best practice and complies with
regulatory developments.
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Annual Report and Form 20-F 2024
IHG
135
Nomination Committee Report
Highlights
Continued assessment of Board
and Committee composition
and succession plans.
Successful execution of
Executive Committee
succession planning.
Oversaw the completion of the
internal Board and Committee
evaluation process.
“Disciplined
planning helps
to ensure the
development
of a broad
pipeline for
succession
at Board and
Executive
Committee
levels.”
Deanna Oppenheimer
Chair of the Nomination Committee
Key duties and role
of the Committee
Key objectives and summary
of responsibilities
In line with UK corporate governance
principles, the Committee reviews
the composition of the Board and
its Principal Committees, evaluating
the balance of skills, experience,
independence, knowledge and
diversity before making appropriate
recommendations to the Board as to
any changes. It also ensures that plans
are in place for orderly succession
both for 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 state that the Committee
is responsible for considering and
proposing potential candidates
for appointment to the Board and
maintaining oversight of Board and
individual Director performance.
The ToR are available at
ihgplc.com/investors
under Corporate governance.
The Committee’s key responsibilities and
focus areas during the year have been:
assessing the composition of the
Board and the Principal Committees
and succession planning, in
accordance with the ToR and
consistent with applicable policies;
overseeing the internal performance
evaluation of the Board and its
Principal Committees as well as the
evaluation of individual Non-Executive
Directors; and
monitoring the Executive Committee
and senior leadership talent and
succession planning.
Membership and attendance
at meetings
The Committee’s membership and
attendance at meetings are available on
page 118. All members of the Committee
are Non-Executive Directors. When the
Committee considers matters relating
to the Chair of the Board, 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 and reviewed
by Committee members, and the
Committee Chair reports back to
the Board on the activities of the
Committee following each meeting.
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Annual Report and Form 20-F 2024
Effectiveness of the Committee
and External Evaluation
During 2024, the Committee
was reviewed as part of the internal
Board evaluation process. Details of
the internal evaluation, including how
it was conducted and the actions
arising from the evaluation, are set
out on page 127. The Committee
concluded that it remains effective and
noted the continued focus on Board
composition and executive and senior
talent succession.
Focus areas and activities
Board and Principal Committee
composition and succession planning
The Committee regularly reviewed
and considered Board refreshment
and succession plans. The Committee
discussed the balance of skills and
competencies across the Board and the
Board Committees and, to further inform
its analysis, the Committee maintained
a Board refreshment schedule, which
sets out an overview of the Board’s
tenure, gender, ethnicity and Committee
assignment considerations.
In its consideration of Board composition
and succession plans, the Committee,
in line with UK corporate governance
requirements, also took into account
the external metrics used to measure
progress within FTSE 100 companies in
relation to gender and ethnic diversity
for the Board and senior leadership,
noting IHG’s performance against the
external benchmarks.
Other than Sir Ron Kalifa’s appointment
to the Board from 1 January 2024, details
of which were included in our Annual
Report and Form 20-F 2023, no new
appointments to the Board were made
during the year.
Executive Committee appointments
The Committee discussed and
considered the changes to the Executive
Committee during the year, including
the promotion of Daniel Aylmer as
CEO Greater China; the promotion of
Jolie Fleming as Chief Product and
Technology Officer; and the creation of
a new Global Commercial and Marketing
function, led by Heather Balsley.
The Committee considered the search
processes which had been followed to
consider candidates for these positions,
including the assessment of external
and internal candidates as relevant,
and concluded it should recommend
the appointments to the Board.
Internal evaluation
The Committee oversaw the internal
Board and Board Committee evaluation
process. The Committee approved
the development of questionnaires by
Committee Chairs with the support
of the Company Secretary, which
focused on overall performance
and effectiveness as well as matters
specific to the Board and respective
Committees, before being circulated
to Board members.
The Committee also considered and
endorsed the approach to individual
Non-Executive Director evaluation, with
the Senior Independent Non-Executive
Director conducting individual Non-
Executive Director evaluations as well
as the Chair evaluation, to allow for
continued independent assessment
of Directors’ performance.
Further information on the Board and
Committee internal evaluation process
as well as the individual Non-Executive
Director evaluations can be found on
page 127.
Executive Committee talent
and succession
Throughout the year, the Committee
also received updates on talent and
succession planning at Executive
Committee and senior leadership levels,
noting in particular progress in relation
to building depth of internal talent and
a performance culture.
In compliance with the UK Listing Rules,
information on the gender and ethnicity
balance of the Board and the Executive
Committee is included on pages 120
and 121. Information on the gender and
ethnicity balance of senior management
is included on pages 56 and 57.
The Group’s Global Diversity, Equity,
Inclusion and Equal Opportunities
Policy reflects the global nature o
f our
business and our desire to create a
culture of inclusion across all of the
100 countries we operate in. The policy
applies in respect of the Board and
its Principal Committees, and when
assessing and considering succession
planning at Board and Executive
Committee levels, the Committee
takes diversity considerations into
account consistent with the policy.
The policy further aligns to the Group’s
responsible business commitments and
a description of progress against these
commitments is included in the 2024
Responsible Business Report, available
at
ihgplc.com/Responsible Business
under Reporting.
Looking forward
In 2025, the Committee will continue
to ensure that we have appropriate
plans in place for orderly succession
of appointments to the Board and to
senior management, so that we attract
top talent that reflects the owners,
guests and communities with whom
we do business.
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Annual Report and Form 20-F 2024
IHG
137
Directors’ Remuneration Report
“I am delighted
to present the
2024 Directors’
Remuneration
Report which
highlights the
link between
business
strategy,
performance
and pay.”
Angie Risley
Chair of the Remuneration Committee
On behalf of the Board, I am delighted
to present the Directors’ Remuneration
Report for the
financial year ended 
31 December 2024. In this report, I set
out how we are incorporating the
expectations of our employees, our
shareholders and our wider stakeholders
into our approach to executive pay,
both for the year in review and as we
look ahead to 2025 and beyond.
2024 business
performance context
Driven by our ambitious growth
algorithm, business performance was
excellent across all KPIs during 2024.
We grew Global RevPAR by 3.0% and
net system size by 4.3%, while operating
profit
from reportable segments
a
increased by 10.3% to $1,124m.
From an investor perspective, we have
seen substantial growth in shareholder
value. A total proposed dividend for
the year of 167.6c and the completion
of a share buyback programme during
2024 of $800m will result in $1bn being
returned to shareholders in respect
of 2024. A further $900m buyback
programme has been approved
for 2025.
Overview of 2024
remuneration outcomes
The incentive plan outcomes for 2024
reflect our strong business per
formance
over the short and long term:
The achievement on Annual
Performance Plan (APP) metrics
(operating profit
from reportable
segments, room openings and
room signings) resulted in awards
for Executive Directors of 63%
of maximum, re
flecting the above
target performance of the business.
The vesting outcome of the 2022–24
Long Term Incentive Plan (LTIP) award
was 85% of maximum. The business
continued to deliver against ambitious
absolute cash flow targets, generated
net system size growth (NSSG) above
the median of our most direct peers
and achieved upper quartile relative
Total Shareholder Return (TSR).
The Remuneration Committee
(Committee) reviewed the formulaic
performance outcomes in line with
the framework for assessing discretion.
The Room openings and Room
signings targets for the APP were
increased during the year, and, as last
year, a minor adjustment was made
to the LTIP to reflect IHG’s decision to
cease operations in Russia. For more
information see pages 145 and 146.
The increase in the CEO’s total single
figure o
f remuneration between 2023
and 2024 is primarily due to a higher LTIP
value for 2024 relative to 2023. This is the
result of higher share price appreciation
and stronger performance, with a higher
associated vesting outcome.
The Committee agreed a 4% salary
increase for Michael Glover for 2024 in
line with that for the global corporate
workforce. While originally it was
intended that Elie Maalouf would not
receive a salary increase for 2024, his
performance was identi
fied as being
particularly strong. It also became
apparent during the review carried out
during the year that our CEO’s total
pay was substantially behind peers.
The Committee therefore approved
a 4% salary increase with effect from
1 July 2024, which is aligned with the
increase for the broader corporate
employee base for 2024. This decision
was discussed with some of our
major shareholders.
Review of remuneration
We have undertaken a significant review
of remuneration arrangements for the
Executive Directors and other key senior
roles during the last year, as well as
reviewing pay for the wider workforce,
focusing on further strengthening the
link between pay and performance
(see pages 159 to 166 for further
detail). This review has culminated in
the development of the
first Directors’
Remuneration Policy during my tenure
as Chair of the Committee.
The Board’s view is that performance of
the Executive Directors has been very
strong over the last year, as reflected in
corporate performance. In this context,
an early review of remuneration ahead
of the scheduled timing in 2026 was
considered a priority to help secure
the talent that has proven to be highly
effective in evolving and delivering
strategic priorities and in the creation
of shareholder value. In addition, a
new policy will ensure the long term
succession imperative.
We have undertaken a detailed process
during which we have analysed our
inflows and outflows o
f senior talent,
Table of contents
At a glance
Pages 140 to 141
A snapshot of remuneration
earned for 2024 and alignment
of pay with strategy.
Remuneration at IHG – the
wider context
Pages 142 to 143
Details of the remuneration
arrangements across IHG.
Annual Report on
Remuneration
Pages 144 to 158
Details on the individual elements
of remuneration for 2024 and
other remuneration disclosures
relating to the year.
Introduction to 2025
Directors’ Remuneration
Policy
Pages 159 to 166
The background to a review of
our remuneration arrangements
for Executive Directors.
2025 Directors’ Remuneration
Policy
Pages 167 to 175
The full Directors’ Remuneration
Policy proposed to apply from
the 2025 AGM.
a. Definitions
for Non-GAAP revenue and operating pro
fit measures can be
found on pages 103 to 108.
Reconciliations of these measures to the most directly comparable line items within the Group
Financial Statements can be found on pages 266 to 272.
138
IHG
Annual Report and Form 20-F 2024
carried out a full assessment of this
market from which we attract talent
from and lose talent to, and sought to
more closely align Executive Director
pay elements with our strategy, the
competitive market for talent and the
structure for the wider workforce.
We have undertaken several rounds
of shareholder consultation, and listened
carefully to the feedback. I would like
to thank all the shareholders and the
proxy bodies I have met for their time,
their support and for their valuable
insights which have directly shaped
our proposals.
Remuneration review timing
While the triennial review of the
Directors’ Remuneration Policy is not
due until 2026, we are keen to secure
support for a revised policy at the
2025 AGM for the following reasons:
We are increasingly experiencing
senior talent retention issues and
want to secure the retention and
incentivisation of Elie Maalouf
and Michael Glover at the earliest
opportunity as the leaders who have
driven the success of the business
to date, and whose performance
has been exceptional. The Board
is confident that Elie and Michael
are the right people to deliver on
our ambitious growth strategy.
Putting in place a revised policy
now provides a robust framework
for retention of senior talent
and the succession pipeline for
these Executive Director roles.
With a new policy being put
in place in 2025, it will be at least
2030 before the Executive Directors
receive any value from new share
awards granted in 2025 given a
five-year term to release, subject
to performance.
Board changes
As previously reported, Sir Ron Kalifa
joined the Board on 1 January 2024.
Daniela Barone Soares stepped down
from the Board on 31 December 2024.
Fees and benefits were payable to Daniela
up to the date of stepping down with
no further payments being made,
in line with the approved policy.
Wider workforce
remuneration and
employee engagement
In 2024, the average budget for salary
increases was 4% for our UK and US
corporate workforce. The overall average
budget for 2025 increases will be 3%
for our UK and US corporate workforce.
For the UK leased hotel estate, in
agreement with the owner, budgeted
2024 salary increases ranged from
3% to 13% with higher increases
applicable for frontline workers.
Budgeted 2025 salary increases
range from 2% to 9%.
The Real Living Wage will be applied
for 12 months from April 2025, as
a minimum, for all staff in line with
the Real Living Wage Foundation level;
zero-hour contracts are not utilised
in the UK leased estate. Between 2023
and 2025, entry level salaries in our UK
leased hotel estate increased by 15%
relative to 7% budgeted increases for
our corporate population including
senior management.
An additional £8m was made available
to the budgeted amount for the
personal performance element of
our 2024 Annual Performance Plan
to increase bonus amounts for our
strongest performers below Executive
Committee level.
For corporate colleagues, in 2024 we
enhanced employee benefits
for IHG
hotel stays, as well as providing three
additional days of leave.
We were pleased to see our overall
employee engagement scores remain
resilient at 87%, which once again saw
IHG accredited as a Mercer Global
Best Employer.
IHG was named in the Fortune 100
Best Companies to Work For 2024.
We are also pleased to see that our
Gender Pay Gap continues to improve,
with our median Gender Pay gap in
the UK decreasing by 22 percentage
points since 2017.
I have had the opportunity to participate
in an employee engagement session
in 2024 alongside Duriya Farooqui and
other Non-Executive Directors as part
of our Voice of the Employee sessions
(further details of which can be found
on page 135). I would like to thank all
colleagues involved in these sessions
for their time and feedback.
Remuneration for 2025
Executive Directors’ salaries will increase
by 3% with effect from 1 April 2025,
aligned with the UK and US corporate
workforce. The CEO’s salary was
reviewed as part of the policy review.
Conditional upon approval of the revised
policy at the 2025 AGM, the CEO’s
base salary will instead be increased
by 6.8% rather than 3%. The Committee
believes that the proposed increase
is fair, necessary in the wider market
and business context which has been
exceptionally strong, and consistent
with practice for corporate employees
below Board level.
The APP measures for 2025 will be
the same as those for 2024, namely
operating profit
from reportable
segments (70%), room signings and
room openings (15% each).
Measures for the 2025–27 LTIP cycle are
relative Total Shareholder Return (20%);
relative net system size growth (25%);
cash flow (20%); adjusted earnings
per share (EPS) (25%); and carbon and
people metrics (10%). These are the
same categories used for the 2024–26
cycle, with increased weighting on EPS
and relative net system size growth by
5% each and reduced weighting on
carbon and people metrics by 10%.
We also increased the level of stretch
in the EPS targets (see page 157 for
further detail). This is the outcome of a
review of LTIP measures in the context
of our strategic priorities including our
growth algorithm. It was concluded that
the weightings of the EPS and relative
net system size growth measures
should be increased to support the
achievement of this.
Subject to approval of the policy,
Restricted Stock Unit (RSU) awards will
be granted to Executive Directors which
will vest subject to meeting an underpin.
Further details are set out on page 156.
About this report
This report is longer in length to recognise
the important narrative regarding
the policy proposals. The Directors’
Remuneration Report (pages 138 to 166)
will be put to an advisory vote and the
Directors’ Remuneration Policy (pages
167 to 175) will be put to a binding vote
by shareholders at the May 2025 AGM.
Angie Risley
Chair of the Remuneration Committee
17 February 2025
Strategic
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Annual Report and Form 20-F 2024
IHG
139
Directors’ Remuneration Report
continued
Remuneration at a glance
Total Shareholder Return: 30%
Net system size growth: 40%
Absolute cash flow: 30%
1
2
3
1
2
3
Operating profit from reportable segments: 70%
Room signings: 15%
Room openings: 15%
1
2
3
1
2
3
63.0%
2024 APP achievement (% of maximum)
APP
LTIP
84.7%
2022/24 LTIP achievement (% of maximum)
Overall achievement between target
and maximum.
Very strong signings performance
towards the maximum.
Overall achievement between target
and maximum.
Exceptional cash flow and relative TSR
performance above maximum targets set.
Strong relative NSSG above median.
Elie Maalouf
Chief Executive Officer
Value (£000)
Michael Glover
Chief Financial Officer
Value (£000)
Executive Director remuneration in 2024
How we performed in 2024
Key
Within the Directors’ Remuneration Report, we have used colour coding to denote
different elements of remuneration as follows:
Salary
Benefits
Pension benefit
Annual Performance Plan (APP)
(up to 70% paid in cash with a minimum
of 30% deferred into shares)
Long Term Incentive Plan (LTIP) – performance-based shares
Long Term Incentive Plan (LTIP) – restricted stock units
Shareholding
Audited information
Content contained within a
tinted panel highlighted with an
‘Audited’ tab indicates that all
the information within the panel
is audited.
Threshold
1,042
Target
1,120
Maximum
1,198
Room signings (k rooms)
Operating profit from reportable segments
a
($m)
Threshold
89.8
Target
99.7
Maximum
109.7
Room openings (k rooms)
Threshold
52.1
Target
57.9
Maximum
63.7
Actual 59.1 (60.2% of maximum)
Actual 1,135 (59.4% of maximum)
Actual 106.2 (82.7% of maximum)
Actual 4.2% (61.7% of maximum)
Actual 3.02 (100% of maximum)
Threshold
46.5%
Maximum
86.5%
Relative net system size growth (%)
Relative Total Shareholder Return (%)
Threshold
3.1%
Maximum
5.2%
Absolute cash flow ($bn)
Threshold
1.58
Maximum
2.11
Actual 101.9% (100% of maximum)
2
024 actual
2
023 actual
7,525
4,242
2
024 actual
2
023 actual
3,377
1,930
a. Definitions
for Non-GAAP revenue and operating pro
fit measures can be
found on pages 103 to 108.
Reconciliations of these measures to the most directly comparable line items within the Group
Financial Statements can be found on pages 266 to 272.
140
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Annual Report and Form 20-F 2024
What we do
Provide True Hospitality for Good
Why we do it
To be the hotel company of choice for guests and owners
How we make it happen
Element
Measures and weightings
Link to strategy
Explanation
Annual
Performance
Plan (APP)
Operating profit
from
reportable segments (70%)
– The strength and breadth of our portfolio, tailored
services and solutions, as well as our technology and
platforms drive consumer preference, owner returns
and rooms growth; all contributing to our revenues
and profit.
– Openings and signings are two of our key drivers of
system size and central to our strategy of accelerating
the growth of our brands in high-value markets.
– The underlying performance of the business will be
reviewed in considering the potential application of
discretion to formulaic outcomes of the APP measures.
Room signings (15%)
Room openings (15%)
Long Term
Incentive
Plan (LTIP)
Relative Total Shareholder
Return (20%)
– Our strategy is intended to deliver unmatched
guest experiences and unrivalled owner returns
for our stakeholders, including competitive total
shareholder returns.
– Our strategy is to accelerate the growth of our brands
in high-value markets by using our global scale and
expertise so it is important that this forms a key element
of our management team’s LTIP.
– Enhancing our customer and owner offer and
accelerating the growth of our brands in high-value
markets drives sustained growth in cash flows and
profits over the long term, which can be reinvested
in our business and returned to shareholders.
Relative net system
size growth (20%)
Absolute cash flow (20%)
Carbon and people (20%)
– Measures aligned to our people and planet business
priorities are included in our LTIP targets.
Adjusted earnings
per share (20%)
– EPS provides a measure of the efficiency of the capital
structure, as well as promoting further alignment with
shareholder experience and value.
Relentless focus
on growth
Brands guests
and owners love
Leading
commercial engine
Care for our people,
communities and planet
Aligning variable elements of remuneration to strategy in 2024
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Annual Report and Form 20-F 2024
IHG
141
Directors’ Remuneration Report
continued
Remuneration at IHG – the wider context
Element
Executive
Directors
Senior
management
All
employees
Details
Fixed
Salary
Managers put at the heart of the salary review process, allowing them to use discretion.
Managers reminded of importance of making fair reward decisions consistent with our
Code of Conduct to ensure employees are fairly rewarded according to their contribution,
skills and experience.
Benefits
Corporate colleagues allocated IHG One Rewards Gold Elite Status.
Employee Room Rate programme enhanced – increasing booking window, and number
and type of rooms.
Alignment of healthcare across the UK corporate population.
All UK corporate colleagues are covered for Life Insurance, Income Protection and Critical Illness.
We offer US colleagues a streamlined selection of health and welfare plan designs and providers.
We provide both financial and protection benefits to our colleagues through a li
fe and
Accidental Death & Dismemberment insurance coverage.
Pension
UK and US pension benefits competitive against the market.
Contribution rate for UK corporate, and eligible UK hotel employees, is aligned with
2:1 matching ratio up to 6% of salary from employees and 12% from the Company.
Salary sacrifice available and li
fe cover of 4x base salary for UK pension plan participants.
Variable
APP
Corporate performance metrics are aligned across corporate colleagues, Executive Directors
and Executive Committee (EC).
Bonus deferral for three years in operation for senior management.
Weightings of metrics for all corporate colleagues below EC level are aligned and higher
awards can be earned through an employee’s individual performance and contribution
to the Company.
£8m funding was made available in addition to the budgeted amount for the personal
performance element of our 2024 Annual Performance Plan to increase bonus amounts
for our strongest performers.
LTIP
Certain senior/mid-management and specialist roles are eligible to participate in the
Long Term Incentive Plan, under which performance-based awards vest after three years.
RSU
Certain senior/mid-management and specialist roles are eligible to receive an RSU award,
which vests after three years.
659 colleagues were in receipt of an RSU award for the 2024–26 cycle.
At certain job levels, we run an annual nomination process whereby 30% of the population
can be nominated to receive an RSU award based on their performance.
Executive Directors do not currently receive RSU awards, but it is proposed that they will
from 2025 onwards under the new Directors’ Remuneration Policy.
RSU awards are not subject to performance conditions but still align employee interests
with those of shareholders.
Long
Service
Awards
All of the corporate workforce, including Executive Directors, are eligible to receive a Long
Term Service Award, of varying value, once the employee reaches certain service milestones.
In 2024, 870 corporate colleagues and 814 hotel colleagues globally received cash
long-term service awards.
Colleague
Share Plan
Available to around 99% of our corporate colleagues below the senior/mid-management
level, with eligibility opened to colleagues in Spain and Portugal for the
first time in 2025.
IHG matches the shares purchased by colleagues on a one-for-one basis.
The registration for the 2025 plan was open to eligible colleagues in Q4 2024 and the
take-up rate is 39.6%.
The 2023 plan’s matching shares vested in January 2025 with more than 28,300 shares
vesting between 2,296 employees, worth almost £3m.
Colleagues receive dividends and voting rights on purchased shares.
Bravo
Recognition
plan
Colleagues below senior/mid-management level can be nominated for a cash award
through our Bravo recognition scheme for going above and beyond in their roles whilst
displaying exceptional IHG behaviours.
12,579 one-off cash awards were made to corporate colleagues and 16,268 cash awards
were made to hotel colleagues globally during 2024.
How our reward practices are aligned across all levels of the organisation
Our approach to fairness in reward is an important aspect of our overall reward philosophy and is designed to attract, retain,
motivate and engage talent at all levels of the business. It is supported by a robust governance approach that ensures our
reward and recognition practices are fair and consistent across our employee population, as well as an alignment between the
wider direct workforce and executive remuneration. We regularly review our approach externally, ensuring we are competitive
in the different markets in which we operate and meet the needs of employees by offering market-driven reward packages.
142
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Annual Report and Form 20-F 2024
Employee engagement on pay
We have several forums for employees to express their opinions on pay. These include employee resource groups (ERGs)
and direct engagement with Non-Executive Directors. In 2024, the Chair of the Remuneration Committee met colleagues
to understand their views on Executive Director and their own pay. Our employee engagement survey, Colleague HeartBeat,
allows employees to give their views on working at IHG. The 2024 employee engagement scores for participating managed
and leased hotel and reservations employees and general managers on the questions relating to reward and recognition
exceeded our survey provider’s top quartile benchmark.
Paid fairly
Appropriate recognition
Benefit plan meets needs
Performance impacts pay
Hotels
Reservations
General Managers
Wellbeing
We continue to promote myWellbeing
– a framework to support employees
across their health, lifestyle and
workplace. The myWellbeing suite of
resources, which includes an employee
Wellbeing Handbook and guidelines for
people managers, has been designed
to provide a holistic wellbeing offering.
Employees also have access to a global
Employee Assistance Programme, which
offers counselling, practical guidance
on topics such as legal, financial and
work matters, and additional health
and wellbeing resources.
We have also continued to champion
initiatives such as Focused Fridays,
where we limit scheduling meetings,
and recharge days, where corporate
colleagues can spend the day doing
whatever they need to unwind. In 2024,
all corporate colleagues were given
three recharge days to spend as they
please, on top of any contracted annual
leave they are eligible to receive.
Leased hotel employees
As previously reported, following the
acquisition of a number of UK hotels
in 2019, employing entities for the
estate’s hotels were transferred to
IHG. Employment terms, including
remuneration and benefits, largely
remained in place on their pre-
acquisition basis.
As with the model for leased
hotels generally, IHG provides hotel
management support to the owners of
leased hotels in the UK and globally, and
makes recommendations on matters,
including pay, based on market insight,
third-party surveys and experience.
Decisions on implementing pay changes
are ultimately determined by the hotel
estate owner in the context of their
own commercial position and equities
across the wider portfolio.
Salary increases for 2024 ranged
from 3% to 13% and for 2025 range
from 2% to 9%, with higher increases
applicable for frontline employees.
The Real Living Wage will continue
to be applied as a minimum for all
staff in line with the Real Living Wage
Foundation level. Zero-hour contracts
are not utilised in the UK leased estate.
Hotel colleagues receive similar
benefits to corporate employees,
including enrolment into a workplace
pension, employee room rates,
Employee Assistance Programme,
Bravo recognition programme, retail
discount vouchers, the myWellbeing
programme and refer-a-friend bonus.
Frontline colleagues can also receive
incentives and performance-driven
bonuses, and eligible managers
receive an annual performance bonus.
Between 2023 and 2025, entry
level salaries in our UK leased hotel
estate increased by 15% relative
to 7% budgeted increases for our
corporate population including
senior management.
Championing a culture
where everyone can thrive
One of our 2030 commitments is to
drive gender balance and a doubling
of under-represented groups across
our leadership, and we are building
on the significant progress we have
made over the past decade towards
achieving gender balance, with 36%
of our leaders (VP and above) being
female compared to our ambition of
39% by 2025, and a gender-balanced
employee population, of which 52%
is female. We are delighted to be
rated second on the Financial Times
Diversity Leaders list in 2024. We have
reduced our median Gender Pay Gap
in the UK by 22 percentage points
since 2017, our first year o
f reporting.
Our latest Gender Pay report is available on
IHG’s website at
ihgplc.com/en/responsible-
business/reporting
under Reporting.
87%
73%
83%
Top quartile scores
64%
92%
77%
86%
Top quartile scores
69%
89%
78%
85%
Top quartile scores
72%
90%
81%
84%
Top quartile scores
66%
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
143
Directors’ Remuneration Report
continued
Annual Report on Remuneration
The Annual Report on Remuneration explains how the Directors’
Remuneration Policy was implemented in 2024, the remuneration earned
by the Executive Directors and how the Directors’ Remuneration Policy
will be implemented in 2025.
Audited
Single total figure o
f remuneration – Executive Directors
Executive Director
Year
Fixed pay
Variable
Other
£000
Total
£000
Salary
£000
Benefits
£000
Pension
benefit
£000
Subtotal
£000
APP
£000
LTIP
£000
a
Subtotal
£000
Elie Maalouf
2024
1,010
427
121
1,557
1,298
4,670
5,968
7,525
2023
849
203
133
1,185
1,403
1,570
2,973
84
4,242
Michael Glover
b
2024
639
86
77
801
813
1,614
2,426
150
3,377
2023
487
47
58
592
797
391
1,188
150
1,930
a. LTIP figures
for 2023 relate to the 2021–23 LTIP cycle and have been restated using the actual share price of £83.52 on the date of vesting. Figures for 2024
relate to the value of shares for the 2022–24 cycle using the Q4 2024 average closing share price of £92.31.
b. Michael Glover’s 2024 LTIP figure, inclusive o
f RSU awards, is for the full 2022–24 LTIP cycle. His 2022–24 RSU award and a portion of his 2022–24 LTIP
award were granted in May 2022 prior to becoming an Executive Director. The same performance conditions applied to the LTIP award as they did for
Executive Directors. The RSU awards for 2022–24 were not subject to any performance conditions.
Notes to the single total
figure table
Fixed pay
Salary:
salary paid for the year.
Salary increases of 4% for 2024
were in line with those for the
wider corporate workforce, with
Elie Maalouf’s salary increasing
from £990,000 to £1,029,600
with effect from 1 July 2024 and
Michael Glover’s salary increasing
from £620,000 to £644,800
with effect from 1 April 2024.
Benefits:
for Executive Directors,
this includes, but is not limited to,
taxable benefits such as company
car allowance and healthcare.
Elie Maalouf receives an RPI-linked
monthly net housing allowance
of £11,200 as at September 2024
(increased by RPI of 3.4%; gross value
for reporting purposes of £20,400 per
month) towards UK housing costs to
facilitate him to carry out his UK-based
role whilst maintaining his US home
and IHG’s significant US business,
government and industry interests.
Other benefits provided include travel
costs and allowances (£61,000 for Elie
Maalouf; £17,000 for Michael Glover),
tax return assistance (£39,000 for Elie
Maalouf; £30,000 for Michael Glover)
and healthcare provision (£59,000
for Elie Maalouf; £32,000 for Michael
Glover). It has been agreed that Elie
Maalouf would settle any employee
tax due in respect of travel within the
UK with effect from the beginning
of the 2024/25 tax year.
Life assurance at four times base salary,
critical illness and income protection
cover were provided for all Executive
Directors, which is aligned to all other
UK corporate colleagues who participate
in the UK pension plan.
Pension benefit:
for current
Executive Directors, in line with the
policy, represents cash allowances
of 12% of salary paid in lieu of pension
contributions. This is in line with the
maximum level available to all other
participants in the UK pension plan.
Other
Michael Glover received a gross
payment of £150,000 in 2023 and in
2024 as time-limited one-off payments
to cover relocation and associated costs.
A final payment o
f £100,000 is due to
be made in early 2025 on the second
anniversary of his appointment as CFO.
Variable pay
APP (maximum 70% cash and
minimum 30% deferred shares
subject to meeting minimum
shareholding requirement).
Operation
Disclosed award levels are determined
based on salary as at 31 December
2024 and on a straight-line basis
between threshold and target, and
target and maximum.
The target award was 100% of salary
and the maximum award was 200%
of salary.
Any payment made under the
APP is subject to minimum levels
of performance under the operating
profit
from reportable segments
metric, with the room signings and
room opening measures subject
to a financial gate:
if operating pro
fit per
formance is
below 85% of target, there would be
no payout under these measures;
and
if operating pro
fit per
formance
is between 85% of target
and threshold, payout for these
measures would be reduced
by 50%.
144
IHG
Annual Report and Form 20-F 2024
APP outcome for 2024
The performance measures and outcomes of the 2024 APP were as follows:
Performance measure
Weighting
Targets (straight-line payout between)
Performance
achieved
Achievement
Threshold
(0% payout)
Target
(50% payout)
Maximum
(100% payout)
Operating profit
from reportable segments
a
70%
$1,042m
$1,120m
$1,198m
$1,135m
118.8%
Room signings (k rooms)
15%
89.8
99.7
109.7
106.2
165.3%
Room openings (k rooms)
15%
52.1
57.9
63.7
59.1
120.5%
Total weighted achievement (% of target)
126.0%
Total weighted achievement (% of maximum)
63.0%
Total achievement (% of salary)
126.0%
a. Definitions
for Non-GAAP revenue and operating pro
fit measures can be
found on pages 103 to 108. Reconciliations of these measures to the most directly
comparable line items within the Group Financial Statements can be found on pages 266 to 272.
Adjustments to room openings and room signings targets
The room openings and room signings targets were increased by 5,700 rooms during the year, following levels of in-year
deal activity in excess of original expectations at the point that the targets were set. Operating pro
fit per
formance was above
threshold and therefore the
financial gate was met
for the room signings and room opening measures. The Committee also
reviewed the overall performance of the Executive Directors and of the business including relative to peers, and was satis
fied
that no further adjustments needed to be applied to the formulaic outcomes of the APP measures.
Elie Maalouf and Michael Glover have both met their shareholding requirement and therefore 30% of APP earned for 2024
will be deferred into shares for three years. The only condition attached to deferred shares is continued service.
The resulting amounts earned were as follows:
Executive Director
Total amount earned
(£000)
Of which paid in cash
(£000)
Of which deferred in shares
(£000)
Elie Maalouf
£1,298
£909
£389
Michael Glover
£813
£569
£244
In determining operating profit
from reportable segments for APP purposes, budgeted exchange rates for the year are used
to ensure like-for-like comparison with the APP target set at the start of the year.
Operating profit
from reportable segments (at actual exchange rates) (see page 209)
$1,124m
Operating profit
from reportable segments (at 2024 budget exchange rates)
$1,135m
Difference due to exchange rates
$11m
LTIP 2022–24
LTIP outcome for 2022–24 cycle
The following table shows the 2022–24 LTIP performance measures and weightings, the threshold and maximum targets
and actual achievement, based on the formulaic outcomes against the three-year targets set in 2022.
Performance measure and weighting
Performance targets
Threshold
(20% vesting)
Maximum
(100% vesting)
Performance
result
Achievement
(% of maximum
for measure)
Weighted
achievement
(% of maximum
award)
Total shareholder return (30%):
Three-year growth relative to competitors
a
46.5%
(Median)
86.5%
(Upper quartile)
101.9% (Above
upper quartile)
100%
30.0%
Relative net system size growth
(NSSG) with ROCE underpin (40%):
Three-year growth relative to competitors
b
4th rank (3.1%
growth)
1st rank
(5.2% growth)
2nd rank
(4.2% growth)
61.7%
24.7%
Absolute cash flow (30%):
1.58bn USD
2.11bn USD
3.02bn USD
100%
30.0%
Total % of maximum opportunity vesting
84.7%
a. TSR comparators for the 2022–24 cycle are 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.
b. NSSG comparators for the 2022–24 cycle are Accor S.A., Choice Hotels International Inc., Hilton Worldwide Holdings Inc., Jin Jiang International
Holdings Company Limited, Marriott International Inc. and Wyndham Hotels & Resorts Inc.
The Committee considered performance against the Return on Capital Employed (ROCE) underpin attached to the
NSSG measure. The underpin level of 20% was met, with the average ROCE over the performance period being 29.8%.
Audited
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
145
Directors’ Remuneration Report
continued
Annual Report on Remuneration
continued
Audited
Adjustments to absolute cash flow target
Over the performance period of the 2022–24 LTIP award, there have been events that have impacted IHG’s cash
flow
that were unquantified or un
foreseen when the original targets were set. The table below shows the reconciliation
between reported cash flow and the outcome
for the 2022–24 LTIP. This includes adjustments agreed by the Committee to
exclude the impact of the exit from Russia, as described on page 128 of the 2022 Directors’ Remuneration Report, and which
are consistent with those applied for the 2021-23 LTIP award. These adjustments had no effect on the vesting outcome.
Reconciliation
Cash flow
$bn
Reported cash flow
from operations
3.33
Net cash from investing activities
(0.31)
Reported outcome per definition
3.02
Other adjustments (including exclusion of Russian operations)
0.00
Adjusted outcome
3.02
Adjustment to NSSG target
As noted above, IHG announced the decision to cease all operations in Russia. Net system size growth performance for
IHG and all companies in the peer set for this relative measure has therefore been adjusted to remove the Russia system
size from all companies for all years. These events were not budgeted for at the time of setting the 2022–24 targets,
and the Committee, in its judgment, considered it was appropriate to adjust for them on the basis that LTIP participants
should not be disincentivised from making decisions that are in the long-term interest of shareholders.
No other discretion was applied in determining the vesting level of the 2022–24 LTIP award.
LTIP 2022–24 vesting
The award granted under the 2022–24 cycle will vest on 19 February 2025 based on achievement against targets measured
over three years to 31 December 2024. The individual outcomes for this cycle are shown below.
The daily average closing share price over the final quarter o
f 2024 was 9,231p. This share price was used to calculate
the total value of award and the value of award attributable to share price appreciation.
Executive Director
Number of
shares granted
% of maximum
award vested
Outcome (number of
shares vesting)
Total value of award
£000
Value of award attributable
to share price appreciation
£000
Elie Maalouf
a
59,730
84.7%
50,590
4,670
2,082
Michael Glover – LTIP
b
16,538
84.7%
14,007
1,293
544
Michael Glover – RSU
c
3,474
100.0%
3,474
321
152
a. Includes 40,101 shares granted on 13 May 2022 with a grant price of 4,842p and a top up of 19,629 shares granted on 13 May 2024 with a grant price of 5,674p.
Shares are subject to a two year holding period.
b. Includes 3,860 shares granted on 13 May 2022 with a grant price of 4,842p and a top up of 12,678 shares granted on 13 May 2024 with a grant price of 5,501p.
Vested shares from the 2024 grant are subject to a two year holding period.
c. RSU award for 2022–24 cycle received prior to appointment to the Board with a grant price of 4,842p. This award is subject to continued service only.
146
IHG
Annual Report and Form 20-F 2024
Audited
Scheme interests awarded during 2024
Annual Performance Plan (APP) – 2023
Half of the bonus earned in respect of the 2023 APP was deferred into shares, with no further conditions save continued service.
An average of the closing mid-market share price for the three days following the publication of 2023 results was used to
determine the number of shares to be awarded. Details of the resulting shares granted were as follows:
Executive
Director
Type of award
Award date
Number of
shares granted
Market price
per share
at grant
£
Face value
of award
at grant
£000
Vesting date
Elie Maalouf
Conditional shares
28 February 2024
8,088
86.27
698
1 March 2027
Michael Glover
a
Conditional shares
28 February 2024
4,817
86.27
416
1 March 2027
a. 4,619 shares relate to Michael Glover’s role as an Executive Director; the other 198 shares relate to the amount received for his previous role.
Long Term Incentive Plan (LTIP) – 2024
–26 cycle
During 2024, awards were granted over shares with a maximum value of 500% of salary for the CEO and 300% of salary
for the CFO using an average of the closing mid-market share price for the
five days prior to grant. 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 award is the day after the announcement of our
financial year 2026 Preliminary
Results in February 2027. These awards will vest to the extent that performance targets are met and will then be held
in a nominee account for a further two years in accordance with the post-vest holding requirement, transferring to the
award holder in February 2029.
Executive
Director
Type of
award
Award
date
Performance
period
Basis
of award
Maximum
shares
awarded
Market price
per share
at grant
£
Face value
of award
at grant
£000
Elie Maalouf
Conditional
shares
13 May 2024
1 January 2024 to
31 December 2026
500% of
salary
63,137
78.40
4,950
Michael Glover
Conditional
shares
13 May 2024
1 January 2024 to
31 December 2026
300%
of salary
24,673
78.40
1,934
The performance measures for the 2024–26 LTIP cycle are as outlined below. NSSG is a relative measure and is measured
to 30 September 2026, rather than 31 December 2026, due to the timing at which competitor data is published.
Measure and weighting
Threshold target
(20% vesting)
Maximum target
(100% vesting)
Relative TSR (20%)
a
Median
Upper quartile
Relative NSSG (20%)
b
Ranked 4th
Ranked 1st
Absolute cash flow (20%)
2.395bn USD
3.421bn USD
Adjusted EPS (20%)
5% absolute CAGR
12% absolute CAGR
Carbon and people (20%) – split between four equally weighted measures
Adoption of
five existing energy conservation measures (ECMs)
80% of hotels
100% of hotels
Low/zero carbon hotels open or under construction
10 hotels
15 hotels
Improvement in ‘Inclusion Index’ scores for ethnically diverse corporate
colleagues compared to all US and UK hotel and corporate colleagues
7%
below total population
In line with
total population
Talent interventions
c
30% of talent promoted
50% of talent promoted
Straight-line vesting occurs between threshold and maximum target.
a. Comparator companies for TSR are Accor S.A., Choice Hotels International Inc., Dalata Hotel Group PLC, H World Group Limited, Hilton Worldwide
Holdings Inc., Hyatt Hotels Corporation, Indian Hotels Company Limited, Jin Jiang International Holdings Company Limited, Marriott International Inc.,
Melia Hotels International S.A., Minor International, Scandic Hotels Group AB, Shangri-La Hotel Public Company Limited, Whitbread PLC and Wyndham
Hotels & Resorts Inc.
b. Comparator companies for NSSG are Marriott International Inc., Hilton Worldwide Holdings Inc., Accor S.A., Jin Jiang International Holdings Company
Limited, Wyndham Hotels & Resorts Inc. and Choice Hotels International Inc.
c. Threshold vesting will occur if 30% of talent who took part in the programmes between 2022 and 2024 have been promoted by 31 December 2026
and maximum vesting will occur if 50% of talent who took part in the programmes have been promoted by 31 December 2026.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
147
Directors’ Remuneration Report
continued
Annual Report on Remuneration
continued
Audited
LTIP – pro-rated awards
During 2024, pro-rated awards were granted to Executive Directors under the 2022–24 LTIP cycle equivalent in value to
the quantum of award applying at the time of their respective promotions, pro-rated for the proportion of the performance
period served in the promoted role. The share price used to determine the number of shares under award is based on
the average of the closing mid-market share price for the
five days prior to the point at which the awards would ordinarily
have been granted following promotion, which was 10 May 2023 for Michael Glover and 8 August 2023 for Elie Maalouf.
These pro-rated awards are consistent with the approved Directors’ Remuneration Policy and historical practice for senior
executives who join the Company or are promoted during LTIP cycles.
The pro-rated awards 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 awards is the day after the announcement of
our financial year 2024 Preliminary Results in February 2025. These awards will vest to the extent that per
formance targets
are met and will then be held in a nominee account for a further two years, transferring to the Executive Directors in
February 2027 following the two-year post-vest holding period.
The performance measures for the 2022–24 LTIP cycle are as outlined on page 145.
Executive
Director
Type of award
Award date
Performance period
Basis
of award
Maximum
shares
awarded
Share price used
to determine
award size
£
Face value
of award
at grant
£000
Elie Maalouf
Conditional
shares
13 May 2024
1 January 2022 to
31 December 2024
Pro-rated top up to
500% of salary
19,629
56.74
1,114
Michael
Glover
Conditional
shares
13 May 2024
1 January 2022 to
31 December 2024
Pro-rated top up to
275% of salary
a
12,678
55.01
697
a. Pro-rated award includes shares under entitlement to awards in the 2021–23 cycle, whose performance period had already concluded at the time the
pro-rated award was granted.
Relative importance of spend on pay
The chart below sets out the actual expenditure of the Group on remuneration and distributions to shareholders in
2023 and 2024. Operating profit
from reportable segments
a
is also included as this is a significant constituent o
f the APP.
Expenditure of the Group on remuneration and distributions to shareholders in 2023 and 2024
$m
2024
2023
2024
2023
2024
2023
Distributions to shareholders by
way of dividend and buyback
Staff costs
Operating profit from
reportable segments
1,124
1,019
+10.3%
+3.5%
+8.5%
1,071
1,035
2,185
2,013
a. Definitions
for Non-GAAP revenue and operating pro
fit measures can be
found on pages 103 to 108. Reconciliations of these measures to the most directly
comparable line items within the Group Financial Statements can be found on pages 266 to 272.
148
IHG
Annual Report and Form 20-F 2024
Audited
Executive Directors’ shareholdings and share interests
Executive Director shareholding requirement
The shareholding requirement under the Directors’ Remuneration Policy in force at the end of 2024 is 500% of salary for the
Chief Executive Officer and any US-based Executive Directors, and 300% for other Executive Directors. Executive Directors
are expected to hold all net shares earned until the previous shareholding requirement is achieved (300% for the CEO and
any US-based Executive Directors, and 200% for other Executive Directors) and at least 50% of all subsequent net shares
earned until the current shareholding requirement is met. The number of shares held outright includes all Directors’ bene
ficial
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 or underpins.
The minimum shareholding requirement applies for two years post-cessation of employment.
As part of this requirement, shares have been granted and all unvested awards are held in a nominee account, with
Executive Directors required to electronically sign an agreement to the terms of the grant, including the post-employment
shareholding requirement.
Elie Maalouf
Michael Glover
1227%
1067%
614%
336%
0%
500%
1,000%
1,500%
2,000%
2,500%
Shares held outright and unvested shares not subject to performance conditions on net basis as % salary
LTIP shares held on net basis as % of salary
Minimum shareholding as % of salary
The respective shareholding requirements have been met by Elie Maalouf and Michael Glover as at 31 December 2024.
Shareholdings as a percentage of salary are calculated using the 31 December 2024 closing share price of 9,954p.
A combined tax and social security rate of 47% is used for both Michael Glover and Elie Maalouf.
Current Directors’ share interests
The APP deferred share awards are subject to continued service only and are not subject to additional performance
conditions. Details on the performance conditions to which the unvested LTIP awards are subject can be found on
pages 145 and 147 of this report, and on page 132 of the 2023 Directors’ Remuneration Report.
There have been no changes in the shareholding interests of the Executive Directors since the end of the
financial year
up to the publication of this report.
Shares and awards held by Executive Directors at 31 December 2024
Executive
Director
Number of shares held
outright, including those
subject to post-vest holding
APP deferred share awards
LTIP share awards (unvested)
Total number of
shares and awards held
2024
2023
2024
2023
2024
2023
2024
2023
Elie Maalouf
109,462
99,265
32,921
24,833
208,149
157,908
350,532
282,006
Michael Glover
15,675
13,307
8,064
3,247
78,497
a
47,152
102,236
63,706
a. Includes 3,474 RSU shares granted prior to appointment to the Board, with the balance of 75,023 shares being LTIP shares subject to performance conditions.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
149
Directors’ Remuneration Report
continued
Annual Report on Remuneration
continued
Audited
Payments to past Directors
Sir Ian Prosser, who retired as Director on 31 December 2003, had an ongoing healthcare benefit o
f £2,312.89 during the year.
Keith Barr stepped down from the Board of IHG on 30 June 2023 with ‘good leaver’ status. His 2022–24 LTIP award will vest
in line with the incumbent Executive Directors at a vesting level of 84.7%, with a value of £3,383,000 based on an award
of 43,268 shares after pro-rating for service completed. The amount attributable to share price appreciation is £1,608,000.
Payments for loss of office
No payments for loss of office were made to Executive Directors during the year to 31 December 2024.
Pension entitlements
No Executive Director is entitled to any Defined Benefit pension or related benefit
from IHG.
Relative performance graph
The graph below shows the Company’s TSR performance from 31 December 2014 to 31 December 2024, compared with
the TSR performance achieved by the FTSE 100 over the same period. The Company is a constituent of the FTSE 100 and
therefore this index is considered relevant for comparison purposes.
IHG PLC
FTSE 100 Index
Dec 2023
Dec 2022
Dec 2021
Dec 2020
Dec 2019
Dec 2018
Dec 2017
Dec 2016
Dec 2015
Dec 2014
Dec 2024
400
450
300
350
200
250
100
150
50
500
0
History of Chief Executive Officer’s remuneration
The table below shows the CEO’s total remuneration and incentive outcomes for the 10 years to 31 December 2024.
CEO
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Single figure o
f
remuneration
(£000)
Elie Maalouf
4,242
7,525
Keith Barr
2,161
3,143
3,376
1,484
3,199
4,273
4,173
Richard Solomons
3,197
3,662
2,207
Annual incentive
earned
(% of maximum)
Elie Maalouf
81.8
63.0
Keith Barr
69.7
84.1
58.7
0
100.0
95.7
81.8
Richard Solomons
75.0
63.9
66.8
LTIP earned
(% of maximum)
Elie Maalouf
57.8
84.7
Keith Barr
46.1
45.4
78.9
30.6
20.0
52.1
57.8
Richard Solomons
50.0
49.4
46.1
150
IHG
Annual Report and Form 20-F 2024
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 per
formance outcomes.
Role-specific incentive plans
apply in certain areas such as
corporate reservations, sales, hotel
development and general managers
of IHG managed, owned, leased and
managed lease hotels. 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.
Incentive plans for other corporate
employees are typically primarily
based on a combination of individual
performance and the Group’s operating
profit
from reportable segments.
The increase in ratio since 2020, reflects
the strong performance of the business
and the resulting increases in variable
pay outcomes. Overall, on this basis,
the Company believes that the median
pay ratio for the relevant
financial year
is consistent with the pay, reward and
progression for the Company’s UK
employees taken as a whole.
Calculation methodology
and supporting information
Option C has been selected for the
identification o
f 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 recently available data at the
time of producing the Annual Report.
Specifically, this involves:
compiling all monthly payroll data
for all UK employees from 1 January
to 31 December 2024 detailing
complete variable and fixed
remuneration, including pension and
taxable benefits such as company
car allowance and healthcare; and
valuing APP for the corporate workforce
based on actual 2024 company
performance metrics, with target
outcome for the personal performance
metric, as actual outcomes for this
element of the award are not known
at the time of writing this report, so
that it reflects as much o
f the same
input as for the CEO data as possible
at the time of calculation. In practice,
personal performance outcomes
are subject to manager discretion
and can be flexed between 0%
and 200% of target.
Option C requires three UK employees
to be identified as the equivalent
of the 25th, 50th and 75th percentile.
Having identified these employees based
on the population as at 31 December
2024, the remuneration for 2024 is
calculated on the same basis as the
CEO single total figure o
f remuneration.
The pay arrangements for the six
employees – three from the full population
and three from the population excluding
hotel employing entities – were reviewed
alongside those for the employees ranked
immediately above and below them to
confirm that they were representative
of pay levels at these quartiles. The 2024
salary and total pay for the individuals
identified at the lower, median and
upper quartiles are set out below:
Year
25th percentile pay ratio
Median pay ratio
75th percentile pay ratio
Financial year ended 31 December 2024 –
Full population
Salary £
32,196
41,524
64,740
Total remuneration £
34,938
47,116
83,303
Financial year ended 31 December 2024 –
Excluding hotel employing entities
Salary £
51,313
67,425
96,444
Total remuneration £
67,040
86,823
134,117
CEO pay ratio
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, comprising the UK leased estate,
which includes a large proportion of part-time and
flexible-working support and service roles. Consistent with past disclosures,
we show the ratio both including and excluding the UK hotel employing entities.
Financial year ended
31 December
Method
Full population
Population excluding hotel employing entities
25th
Median
75th
25th
Median
75th
2024
Option C
215:1
160:1
90:1
112:1
87:1
56:1
2023
Option C
242:1
156:1
78:1
94:1
71:1
46:1
2022
Option C
193:1
113:1
67:1
71:1
56:1
35:1
2021
Option C
163:1
65:1
41:1
59:1
42:1
27:1
2020
Option C
89:1
44:1
25:1
35:1
26:1
18:1
2019
Option C
180:1
122:1
59:1
71:1
49:1
32:1
2018
Option C
72:1
48:1
29:1
The 2018–2023 figures have been restated to reflect the value o
f the CEO’s LTIP awards on the date of actual vesting rather than the estimated values used in the
respective years’ reports.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
151
Directors’ Remuneration Report
continued
Annual Report on Remuneration
continued
Audited
Single total figure o
f remuneration: Non-Executive Directors
Fees
£000
Taxable benefits
£000
Total
Rounded to the nearest
£000
Non-Executive Director
Date of original
appointment
Additional/
Committee
appointments
2024
2023
2024
2023
2024
2023
Deanna Oppenheimer
1 June 2022
N
R
494
475
56
33
550
508
Graham Allan
1 September 2020
A
N
RB
SID
140
132
2
4
142
136
Daniela Barone Soares
1 March 2021
R
RB
87
84
10
5
97
89
Arthur de Haast
1 January 2020
A
RB
87
84
5
6
92
90
Duriya Farooqui
7 December 2020
VoE
A
RB
93
84
17
15
110
99
Byron Grote
1 July 2022
A
N
R
116
107
4
5
120
112
Sir Ron Kalifa
1 January 2024
87
4
91
Angie Risley
1 September 2023
R
RB
116
28
20
6
136
34
Sharon Rothstein
1 June 2020
A
RB
87
84
21
8
108
92
See page 118 for Board and Committee membership key and attendance.
Benefits:
For Non-Executive Directors, benefits include taxable travel and accommodation expenses to attend Board
meetings away from the designated home location. Under UK income tax legislation, the non-UK based Non-Executive
Directors are not subject to tax on some travel expenses; this is reflected in the taxable benefits
for Deanna Oppenheimer,
Duriya Farooqui and Sharon Rothstein.
Non-Executive Directors’ shareholdings at 31 December 2024
Non-Executive Director
2024
2023
Deanna Oppenheimer
a
7,000
5,000
Graham Allan
600
600
Daniela Barone Soares
150
478
Arthur de Haast
1,000
1,000
Duriya Farooqui
a
200
200
Byron Grote
a
6,800
5,300
Sir Ron Kalifa
679
Angie Risley
848
848
Sharon Rothstein
a
2,000
2,000
a. Shares held in the form of American Depositary Receipts (ADRs).
There have been no changes in the shareholdings from the end of the
financial year to the publication o
f this report for
Non-Executive Directors who have remained in role.
Non-Executive Director fees for 2025
The fees for Non-Executive Directors are reviewed and agreed annually in line with the policy. Increases for 2025 are in
line with those for the wider UK and US corporate workforce budget. The resulting fee levels that will be effective from
1 January 2025 will be as follows, with each element independently rounded to the nearest £1,000:
Role
Increase
Annual fee
2025
£000
2024
£000
Chair of the Board
3%
509
494
Non-Executive Director
3%
90
87
Additional fees
Chair of Audit Committee
3%
30
29
Chair of Remuneration Committee
3%
30
29
Chair of Responsible Business Committee
3%
16
15
Senior Independent Director
3%
39
38
Voice of the Employee role
3%
10
10
152
IHG
Annual Report and Form 20-F 2024
Annual percentage change in remuneration of Directors compared to employees
The table below shows the percentage change in each Director’s remuneration compared to that of an average employee
between the financial years ended 31 December 2019 to 31 December 2024.
The 2024 remuneration figures
for the Directors are taken from the data used to compile the single total
figure o
f remuneration
tables shown on pages 144 and 152, prior to any rounding. No employees are directly employed by the Group’s Parent Company,
so the average employee data is based on the same UK corporate employee population as that on which the CEO pay ratio
is calculated.
All corporate employees have the same corporate performance metrics for the APP as the Executive Directors; however,
for corporate employees below Executive Committee level, the weightings of these metrics differ and measures include an
individual performance element, the results of which are not available at the time of reporting. For average employee data,
we assume that target performance is achieved. Non-Executive Directors are not eligible to participate in any variable
remuneration plans.
Salary
APP
Taxable benefits
Executive Director
2020
2021
2022
2023
2024
2020
2021
2022
2023
2024
2020
2021
2022
2023
2024
Elie Maalouf
-15%
22%
4%
21%
19%
-100%
100%
-1%
-15%
-8%
-9%
91%
12%
247%
111%
Michael Glover
Non-Executive Director
Deanna Oppenheimer
4%
N/A
N/A
N/A
N/A
N/A
69%
Graham Allan
49%
13%
6%
N/A
N/A
N/A
N/A
N/A
684%
108%
-36%
Daniela Barone Soarees
3%
4%
N/A
N/A
N/A
N/A
N/A
16%
90%
Arthur de Haast
18%
4%
3%
4%
N/A
N/A
N/A
N/A
N/A
-1% 1706%
28%
-16%
Duriya Farooqui
4%
3%
11%
N/A
N/A
N/A
N/A
N/A
100%
10%
15%
Byron Grote
9%
N/A
N/A
N/A
N/A
N/A
-26%
Sir Ron Kalifa
N/A
N/A
N/A
N/A
N/A
Angie Risley
N/A
N/A
N/A
N/A
N/A
Sharon Rothstein
4%
3%
4%
N/A
N/A
N/A
N/A
N/A
100%
-10%
159%
Average employee
-6%
3%
14%
8%
5%
-100%
100%
-6%
-9%
-5%
-9%
-11%
5%
20%
15%
Notes
No data has been reported for Michael Glover, Sir Ron Kalifa and Angie Risley as they joined the Board during 2023 or 2024
and therefore only part-year data is available, which does not enable a full year-on-year comparison with 2024.
The Remuneration Committee approved an additional fee of £10,000 for the Voice of the Employee Non-Executive Director
role for Duriya Farooqui with effect from 1 June 2024.
Byron Grote was appointed Chair of the Audit Committee with effect from 1 March 2023.
Elie Maalouf took on the role of Group CEO on 1 July 2023 and therefore his percentage change between 2023 and 2024
reflects a period during 2023 in his previous CEO, Americas role.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
153
Directors’ Remuneration Report
continued
Annual Report on Remuneration
continued
Committee areas of focus
in 2024
Approval of the 2023 Directors’
Remuneration Report.
Review and approval of 2023
remuneration outcomes and 2024
incentive plan structures and targets.
In-year Company and relative
performance tracking.
Wider workforce remuneration matters.
Review and tender of Remuneration
Committee advisers.
Review of the Directors’
Remuneration Policy.
Shareholder engagement process.
Review of Committee Terms
of Reference.
Key objectives and summary
of responsibilities
The Remuneration Committee approves,
on behalf of the Board, all aspects of
remuneration for the Executive Directors,
the Executive Committee and the Chair
of the Board, and also approves 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
ihgplc.com/investors
under
Corporate governance.
Membership and
attendance at meetings
The members of the Committee during
2024 were Angie Risley (Chair), Deanna
Oppenheimer, Daniela Barone Soares,
Bryon Grote and Ron Kalifa. Details of
the attendance at Committee meetings
are set out on page 118.
During 2024, the Committee was
supported internally by the Company
Chair, the Group’s CEO and CFO,
the General Counsel and Company
Secretary, and senior members of the
Human Resources and Reward teams
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 discussions that relate directly
to their own remuneration or where
their attendance would not otherwise
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.
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.
Deanna Oppenheimer, Non-Executive
Chair, is subject to 12 months’ notice and is
in compliance with Provision 19 of the UK
Corporate Governance Code. No other
Non-Executive Directors are subject to
notice periods; all Non-Executive Directors
are subject to an annual re-election by
shareholders at the AGM.
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.
Remuneration advisers
IHG appointed Willis Towers Watson
(WTW) to act as independent adviser
to the Committee in 2024, following a
competitive tender process undertaken
by the Committee. Deloitte LLP
continued to act as independent adviser
to the Committee until August 2024,
at which point WTW commenced work
for the Committee.
Both WTW and Deloitte are 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 therefore satis
fied that
the advice received from its advisers is
objective and independent.
Fees of £163,850 were paid to Deloitte
and fees of £164,871 were paid to
WTW in respect of the advice provided
to the Committee in relation to Director
remuneration in 2024. The fees included
significant input into the review o
f
the Directors’ Remuneration Policy
during the year. Fees were charged at
a combination of 
fixed amounts
for
specific items o
f work and hourly rates.
Approach to target setting
Targets are set by the Committee,
taking into account IHG’s growth
ambitions and long-range business
plan as approved by the Board, market
expectations and the circumstances
and relative performance at the time.
The committee sets stretching targets
for senior executives that will re
flect
successful outcomes for the business
based on its strategic and financial
objectives for the period.
Absolute targets may be set relative
to budget and/or by reference to
prior results, generally containing a
performance range with additional
stretch to incentivise outperformance
and minimum performance levels
for payout.
Relative targets are set against an
appropriate comparator group of
companies for the relevant measure,
for example, relative NSSG in the
LTIP was set against our six largest
competitors with more than 500,000
rooms, to reflect our strategy o
f
accelerating the growth of our brands
in high-value markets.
Performance will be reviewed
throughout the period in which it is
applicable for, and, if any amendments
are required, this will be disclosed in
the Directors’ Remuneration Report
for the year in which the amendment
has been agreed.
154
IHG
Annual Report and Form 20-F 2024
Alignment with Provision 40 of the UK Corporate Governance Code
The Committee has considered the remuneration policy and practices in the context of Provision 40 of the 2018 UK Corporate
Governance Code:
Principle
IHG’s approach
Clarity
Through the combination of short- and long-term incentive plan measures, the Directors’ Remuneration
Policy is structured to support financial objectives and the strategic priorities o
f the business that deliver
shareholder returns and long-term value creation.
Further alignment with shareholder interests is driven by the significant proportion o
f share-based
incentives and Executive Director shareholding requirements.
Our reward policies are aligned throughout the organisation and include a proportion of performance-
related reward, driving engagement for the whole of the workforce.
We always seek to report our Directors’ Remuneration Policy and performance-related remuneration
measures, targets and outcomes in a clear, transparent and balanced way, with relevant and timely
communication with all of our stakeholders, including shareholders.
Simplicity
Our remuneration structure comprises straightforward and well-understood components.
The purpose, structure and strategic alignment of each element is clearly laid out in the Directors’
Remuneration Policy.
Predictability
The range of possible values of rewards for Executive Directors is clearly disclosed in graphical form
at the time of approving the Directors’ Remuneration Policy.
Risk
Our Directors’ Remuneration Policy contains a number of elements to ensure that it drives the
right behaviours to incentivise the Executive Directors to deliver long-term sustainable growth and
shareholder returns and to reward them appropriately:
the maximum short- and long-term incentive awards are capped as a percentage of salary;
the Committee has clear policies on discretion, linked to specific measures where necessary,
to override formulaic outcomes;
there are clear and comprehensive malus and clawback provisions; and
significant shareholding requirements apply
for Executive Directors, including the deferral of at least
30% to 50% of bonus in shares; a two-year post-vest holding period for long-term incentive shares
and minimum shareholding requirements both during and after employment.
Proportionality
Individual rewards are aligned to the delivery of strategic business objectives.
The Committee sets robust and stretching targets to ensure that there is a clear link between the
performance of the Group and the awards made to Executive Directors and others.
Alignment
to culture
IHG has a clear purpose and well-established values and behaviours. The alignment between
remuneration incentives and our strategy and the KPIs that underpin the delivery of our strategy,
is outlined in the Annual Report on Remuneration.
Other elements of reward align employees with strong performance, our values and our behaviours,
including salary reviews and, across the wider workforce, the short-term incentive plan and our
global recognition scheme.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
155
Directors’ Remuneration Report
continued
Annual Report on Remuneration
continued
Board changes
Sir Ron Kalifa joined the Board on
1 January 2024. Details of his appointment
were previously reported in IHG’s Annual
Report and Form 20-F 2023.
Daniela Barone Soares stepped down
from the Board on 31 December 2024.
Fees and benefits were payable
to Daniela in respect of her role and
responsibilities up to the date of stepping
down with no further payments being
made, in line with the approved Directors’
Remuneration Policy.
Wider workforce
remuneration and employee
engagement
As outlined on page 142, IHG operates
an aligned approach to remuneration
throughout the organisation. During the
year, the Committee reviewed aspects
of the Company’s wider workforce
remuneration approach as part of its
regular meeting agenda.
The Company engaged with the
workforce through its employee
engagement survey, which covers
a number of areas, including pay and
benefits competitiveness and wellness.
Our overall employee engagement
remained at 87% for 2024, placing IHG
in the top quartile of employers for
engagement and we were named as
a Mercer Global Best Employer.
During 2024, the Chair of the Committee
joined IHG’s designated Non-Executive
Director responsible for workforce
engagement in a Voice of the Employee
session. These sessions are held
throughout the year to engage directly
with members of IHG’s corporate
and hotel workforce, with the aim of
collating and sharing such feedback
with the Board for consideration in its
decision-making. No concerns were
raised regarding Executive Director
remuneration or how it aligns with the
wider IHG remuneration principles.
Service contracts and notice periods for Executive Directors
The Committee’s policy is for all Executive Directors to have service contracts with
a notice period of 12 months from the Company and a notice period of 6 months
for the employee. On an exceptional basis to complete an external recruitment
successfully, a longer initial notice period reducing to 12 months may be used.
This is in accordance with the UK Corporate Governance Code.
All Executive Directors’ appointments and subsequent re-appointments to the
Board are subject to election and annual re-election by shareholders at the AGM.
Details of current Executive Directors’ contracts are available on request from
the Company Secretary’s office. The respective dates of appointment and notice
periods are shown below:
Executive Director
Date of original
appointment to the Board
Notice period
Elie Maalouf
1 January 2018
12 months
Michael Glover
20 March 2023
12 months
Voting on remuneration at the Company’s AGM
The outcomes of the latest remuneration votes are shown below:
AGM
Votes for
Votes against
Abstentions
Directors’ Remuneration Report
(advisory vote): 3 May 2024
129,044,097
(94.49%)
7,530,850
(5.51%)
172,918
Directors’ Remuneration Policy
(binding vote): 5 May 2023
103,155,928
(74.85%)
34,661,408
(25.15%)
2,043,591
Implementation of Directors’ Remuneration Policy in 2025
This section explains how certain elements of the policy will be applied in 2025.
Salary: Executive Directors
Directors’ salaries are agreed annually in line with the policy. The following salaries are
proposed to apply with effect from 1 April 2025:
Executive Director
Increase
%
2025
£
2024
£
Elie Maalouf
6.8
1,100,000
1,029,600
Michael Glover
3.0
664,350
644,800
Salaries for both Executive Directors will increase by 3% in line with the budget
for the wider UK and US corporate workforce. The higher salary increase of 6.8% for
Elie Maalouf has been determined in conjunction with the review of the Directors’
Remuneration Policy and is conditional upon receiving shareholder approval for
the revised policy at the 2025 AGM.
RSU 2025
Subject to approval of the revised policy, RSU awards will be granted to Executive
Directors in 2025. The following underpin will apply:
Vesting of restricted shares will be contingent on the satisfaction of a discretionary
underpin which will be assessed by the Committee prior to vesting. The Committee
will consider the extent to which the Executive Directors have effectively delivered
IHG’s strategy across the vesting period, as well as any factors that have resulted
in serious reputational damage or significant financial loss to the Company.
In making its assessment, the Committee will take into account the experience
of stakeholders including our shareholders, owners and guests. Following the
vesting date for each award cycle, the Committee will disclose its considerations
in assessing the underpin in the relevant Directors’ Remuneration Report.
156
IHG
Annual Report and Form 20-F 2024
Implementation of Directors’ Remuneration Policy in 2025
continued
APP 2025 and LTIP 2025–27 performance measures and targets
APP
The APP measures for 2025 will be operating pro
fit
from reportable segments (70%), room signings and room openings
(15% each). These measures and weightings are unchanged on those for 2024, and align with our strategic priorities.
The following table sets out the measures, de
finitions and weightings
for the 2025 APP. Details of the targets are sensitive
and will be disclosed alongside the performance achieved in the 2025 Directors’ Remuneration Report.
Measure
Definition
Weighting
Operating profit
from
reportable segments
A measure of IHG’s operating pro
fit
from reportable segments for the year
70%
Room signings
Absolute number of new room signings
15%
Room openings
Absolute number of new room openings
15%
LTIP
Measures for the 2025–27 cycle are
relative Total Shareholder Return (20%);
relative net system size growth (25%);
cash flow (20%); adjusted earnings
per share (EPS) (25%); and carbon
and people metrics (10%). These are
the same categories of metric used
for the 2024–26 cycle.
We have undertaken a review of the
LTIP measures in the context of our
strategic priorities including our growth
algorithm. It was concluded that the
weightings of the EPS and relative net
system size growth measures should be
increased to support the achievement
of this, with a corresponding reduction
to the weighting for carbon and
people measures.
The rationale for the inclusion of each
of the LTIP metrics is as follows:
Relative Total Shareholder Return
reflects our aim to deliver competitive
shareholder returns as well as aligning
the interests of Executive Directors
with those of shareholders.
Net system size growth (NSSG)
relative to our closest competitors
reflects our industry-leading growth
in our scale ambition.
Cash flow as a metric measures our
ability to deliver consistent, sustained
growth in cash flows and profits over
the long-term.
Carbon and people metrics have
been simplified
for 2025 with
two key measures aligned to our
growth strategy: Adoption of Energy
Conservation Measures (ECMs) in
owned, leased, managed and managed
lease hotels, and Talent Interventions.
Aligned to our decarbonisation
strategy, the carbon measure is
focused on supporting owners to
reduce energy costs and drive better
hotel performance via adoption of
ECMs. The people measure relates
to our primary hotel leadership
programme, Journey to GM, to focus
attention on developing high quality
talent to fuel our long-term growth.
EPS is a key business metric, prominent
in company results reporting and
commonly used for valuation
purposes. It provides a measure of the
efficiency of the capital structure, in
that returns of capital can be captured
within EPS performance, as well as
promoting further alignment with
shareholder experience.
How are performance targets set?
The targets for the 2025–27 LTIP
have been set by the Committee,
taking into account IHG’s long-range
business plan, market expectations
and the circumstances and relative
performance with the aim of setting
stretching targets for senior executives
which will reflect success
ful outcomes
for the business based on its long-term
strategic objectives.
Aligned with the medium to long-term
aspirations of our growth algorithm
and with EPS consensus forecasts at
the time that the Committee set them,
the EPS targets for the 2025–27 cycle
have been increased relative to the
2024–26 targets. As well as increasing
the threshold target by 1% from 5% to
6% per annum, the maximum target
has been increased by 2% from 12% to
14% per annum. This reflects our growth
ambitions at the maximum end, with
a range to allow for cyclicality of the
business and with the intention that,
in the absence of a substantial change
in circumstances, the range should
be enduring over time. Alongside the
higher LTIP quantum proposed under
the revised policy, this revised maximum
target requires our earnings to increase
by almost 50% over the performance
period for full vesting, and is considered
by the Committee to be particularly
challenging when compared to those
of other FTSE businesses.
Adjusted EPS targets incorporate
assumed share buybacks as part of our
ongoing shareholder return programme,
so the Committee would not expect
to adjust performance outcomes at
the end of the performance period for
buybacks made during the cycle.
Threshold performance will result in 20%
vesting, maximum performance will result
in 100% vesting, with straight-line vesting
in between threshold and maximum.
The details of the targets for the 2025–27
LTIP cycle are set out in the table on the
following page.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
157
Directors’ Remuneration Report
continued
Annual Report on Remuneration
continued
Measure
Definition
Weighting
Targets
Relative Total
Shareholder Return
(TSR)
IHG’s performance against a
comparator group of global hotel
companies against which TSR
outcomes are measured: Accor S.A.,
Choice Hotels International Inc.,
Dalata Hotel Group PLC, H World Group
Limited, Hilton Worldwide Holdings
Inc., Hyatt Hotels Corporation, Indian
Hotels Company Limited, Jin Jiang
International Holdings Company
Limited, Marriott International Inc.,
Melia Hotels International S.A., Minor
International, Scandic Hotels Group
AB, Shangri-La Hotel Public Company
Limited, Whitbread PLC and Wyndham
Hotels & Resorts Inc.
20%
Threshold:
Median of comparator group
Maximum:
Upper quartile of
comparator group
Relative net system
size growth
IHG’s aggregated compound annual
growth rate (CAGR) against our six
largest competitors with more than
500,000 rooms: Marriott International
Inc., Hilton Worldwide Holdings Inc.,
Accor S.A., Jin Jiang International
Holdings Company Limited, Wyndham
Hotels & Resorts Inc. and 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.
25%
Threshold:
Fourth ranked competitor
excluding IHG
Maximum:
First ranked competitor
excluding IHG
Absolute cash flow
Cumulative annual cash generation
over the three-year performance period.
Absolute cash flow includes reported
cash flow
from operations and net
cash from investing activities.
20%
Threshold:
$2.595bn
Maximum:
$3.993bn
Carbon and people
1. Planet
Adoption of a set of Energy
Conservation Measures (ECMs)
across the owned, leased, managed
and managed lease (CMH) hotels.
2. Talent interventions
Impact of our Journey to GM (J2GM)
talent programme.
10%
(5% each)
1. Threshold:
Weighted average
increase in adoption of the
five ECMs
at CMH hotels of 9% points
Maximum:
Weighted average increase
in adoption of the
five ECMs at CMH
hotels of 25% points
2. Threshold:
30% of talent who took part
in the J2GM programme commencing
between 2023 and 2025 have been
promoted by 31 December 2027
Maximum:
50% of talent who took part
in the J2GM programme commencing
between 2023 and 2025 have been
promoted by 31 December 2027
Adjusted earnings
per share (EPS)
Absolute compound annual growth
rate (CAGR).
25%
Threshold:
6% per annum adjusted
EPS CAGR
Maximum:
14% per annum adjusted
EPS CAGR
Angie Risley
Chair of the Remuneration Committee
17 February 2025
158
IHG
Annual Report and Form 20-F 2024
10,300
10,000
9,700
9,400
9,100
10,600
8,800
8,500
8,200
7,900
7,600
7,300
7,000
6,400
6,100
5,800
5,500
5,200
4,900
4,600
4,300
4,000
30/12/22
28/02/23
30/04/23
30/06/23
31/08/23
31/10/23
31/12/23
29/02/24
30/04/24
30/06/24
31/08/24
31/10/24
31/12/24
IHG +110%
FTSE 100 +10%
S&P 500 +53%
Global peer group +83%
Global peer group performance is the
arithmetic average of the cumulative
movements in peer share prices indexed
to IHG’s closing share price at 30/12/22.
Introduction to 2025 Directors’
Remuneration Policy
Review process
The following section provides a
summary of the process that has been
carried out to review the Directors’
Remuneration Policy, including the
business context, principles that we
have applied, the findings o
f the review
and the resulting proposals that we are
tabling as part of a revised Directors’
Remuneration Policy at the 2025 AGM.
We also detail the engagement that
we have carried out with our investors,
and the changes that we have made
to the original proposals as we have
listened to shareholders in a two-way
engagement process.
Principles
The Committee has followed a data-
driven review, underpinned by the
following set of principles, to guide the
design of a revised approach to senior
remuneration that will drive focused
execution of strategic priorities and
alignment of executive and shareholder
interests, at the same time as mitigating
retention risks identified by our talent
flow analysis:
Principle 1
Reinforce IHG’s
pay for performance
culture for the senior executive talent
cadre, with reward that is commensurate
with the long-term value created
for shareholders.
Principle 2
Provide clarity to both internal and
external stakeholders on IHG’s
desired
long-term market positioning
of
executive talent pay relative to a stable
set of peer organisations.
Principle 3
Establish a pay policy that is
competitive against IHG’s primary
talent and business performance
competitors,
including predominantly
US-listed global hotel peers.
Principle 4
Ensure
alignment of approach
to
executive remuneration design across
the whole executive team where
restricted shares are an established
lever used to align individuals
with shareholders.
Principle 5
Ensure alignment of approach to
executive remuneration principles
and structure, where relevant, across
the wider corporate workforce.
Business and
performance context
IHG is a truly global business with
an increasingly significant US
focus,
in terms of geographic spread and
investor base. In particular:
With IHG branded hotels in more
than 100 countries; our US presence
is significant, with around 50% o
f
our total gross revenues and over
70% of our EBIT from reportable
segments being generated by
the Americas region.
From a system size perspective,
the US is by far our single largest
market, at around half of our
system size, compared to the
UK comprising around 5%.
Across our shareholder base,
around 42% of IHG’s equity
ownership is now based in North
America compared to 29% in 2018.
Our key competitors are almost
exclusively US-based and listed –
Marriott, Hilton, Hyatt, Wyndham
and Choice – with Accor being the
only major international competitor
listed outside the US.
The business performance has
been strong, with share price returns
beating market indices and peers
(see chart below):
On an absolute basis, the share price
has more than doubled since the
start of 2023. Over this same period,
our share price increased by 100%
above the FTSE 100 index and more
than 50% above the S&P 500 index.
IHG’s share price growth was also
in the upper quartile of global peers.
Since 30 April 2020, our share price
increased by 176%.
Across a range of
financial measures,
we have demonstrated a clear track
record of performance through to
2019 and a robust recovery following
Covid-19 with clear potential to
further grow earnings and dividends
(see table on the next page).
In terms of performance to date:
2024 operating profit
from
reportable segments
a
($1,124m)
was up 10% on 2023 and 30%
ahead of pre-Covid-19 levels.
Strong growth in revenue combined
with a disciplined approach to
cost management resulted in an
improvement in fee margin
a
 from
49.5% in 2021 to 61.2% in 2024.
As a result of strong cash
management, a share buyback
programme to return $750m
of surplus capital was completed
in 2023 with a further $800m
programme completed in 2024.
2023-to-present share price performance of IHG versus market indices
(price, pence)
a. Definitions
for Non-GAAP revenue and
operating profit measures can be
found on
pages 103 to 108 of the Annual Report and
Form 20-F 2024. Reconciliations of these
measures to the most directly comparable line
items within the Group Financial Statements
can be found on pages 266 to 272.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
159
Directors’ Remuneration Report
continued
Introduction to 2025 Directors’ Remuneration Policy
continued
We have key risks to our talent and
succession pipeline evidenced by
talent flows, and pay challenges
from competitive pressure, being
primarily derived from US markets:
Analysis shows that we primarily
recruit senior talent from, and lose
talent to, global hotel organisations
in North America and Asia. Based on
data for the top
five job levels at IHG
over a five year period, we have a
higher talent outflow (543 people)
compared to inflow (237 people)
which indicates that we have issues
with talent attraction and retention
at senior levels (see diagram below).
Packages have needed to be offered
to attract senior executives that
are higher than those for existing
employees in response to a
challenging market, with particular
pressure for US employees.
We have also lost a number of
senior executives, in many cases
where our remuneration was lower
than that being offered. In some
cases we have needed to increase
salary, bonus, LTIP and provide
significant retention awards to
key US individuals in response
to competitor offers.
We have a pay compression issue
for IHG’s senior team being closer
to the CEO’s remuneration than
the market – e.g. the highest paid
IHG role below Board is paid 47% of
the CEO’s remuneration, whereas
it is more typical in the market for a
wider gap at 32%. The smaller gap
for IHG compared to market further
highlights the extent of the gap
of our CEO’s remuneration to the
market. The proposed changes to
the policy will help to address this
structural issue.
The majority of our talent pool
for succession to the Executive
Committee (EC) and Board is US-
based and we compete for talent at
all levels with global US-based hotels
and other major US employers.
Following the departure of our
previous CEO and CFO in 2023, we
have hired US-based individuals into
these roles. Six of the 10 EC roles
have changed in the last 18 months,
with five o
f those new individuals
being US-based, and more than
50% of our employees in the two
levels below EC being US-based.
The Committee believes that it
would struggle to recruit talent
of the calibre required using the
existing remuneration policy.
Measure
IHG’s strong track record
through to 2019
IHG’s strong recovery
2023 vs 2019
IHG’s strong performance
2024 vs 2023
IHG’s strong potential
looking ahead over the medium term
RevPAR
+3.9% p.a.
+11% ahead
+3.0%
High single digit % CAGR in fee
revenue through combination
of RevPAR and system growth
Net system size growth
+3.2% p.a.
System size +7% larger
+4.3%
Fee margin expansion
a
+130bps p.a.
+520bps higher
+190bps
+100–150bps p.a. from
operating leverage, plus potential
for additional improvements
Cash conversion
>100%
>100%
94% for year
~100% adjusted earnings into
adjusted free cash
flow
Ordinary dividends
+11.0% CAGR
+21% higher
+10%
Continue sustainably growing
Total capital returned
to shareholders
$13.7bn
Further $1.7bn returned
>$1.0bn in year
Continue returning capital, whilst
targeting financial leverage 2.5–3.0x
Adjusted Earnings
Per Share growth
a
+11.4% CAGR
+24% higher
+15%
+12–15% CAGR
a. Definitions
for Non-GAAP revenue and operating pro
fit measures can be
found on pages 103 to 108 of the Annual Report and Form 20-F 2024.
Reconciliations of these measures to the most directly comparable line items within the Group Financial Statements can be found on pages 266 to 272.
Our executive remuneration levels
are below those of our major hotel
competitors, and our quantum and
structures have been aligned with
majority UK practice, which puts our
executives at a relative disadvantage
compared with international peers:
The actual remuneration of our
Executive Directors for 2023 was
towards or at the bottom ranking of
our most comparable international
hotel peers (see charts on page 161).
Hyatt and Choice granted additional
one-off awards to their CEOs in the
last two years with fair values of $6m
and $30m respectively. Many hotel
peers, including Choice, Hilton, Hyatt
and Wyndham made favourable
adjustments to awards during
Covid-19, which would not usually
be made in a UK environment.
Our US peers incorporate practices
such as time-vesting equity and
a lower proportion of long-term
incentives being performance-based,
no holding periods and cash bonuses
without deferral. These features
enhance the perceived value
of packages in peers, relative to
majority and corporate governance
best practice in the UK.
Marriott
International
Hilton Hotels
& Resorts
Accor
Radisson
Shangri-La
Hotels &
Resorts
Hyatt
Four
Seasons
Jumeirah
Hotels &
Resorts
Mandarin
Oriental
Hotel Group
IHG hires from…
(237 total)
34
19
11
3
4
3
IHG loses to…
(543 total):
50
22
29
15
6
7
5
4
TSR peers
160
IHG
Annual Report and Form 20-F 2024
£30m
£25m
£20m
£15m
£10m
£5m
£0
Salary
Bonus
LTIP
Hilton
(£33.9bn)
Hyatt
(£9.4bn)
Choice
(£4.6bn)
Marriott
(£48.2bn)
Wyndham
(£5.0bn)
Accor
(£7.2bn)
IHG
(£10.3bn)
£9m
£8m
£7m
£6m
£5m
£4m
£3m
£2m
£1m
£0
Salary
Bonus
LTIP
Hilton
(£33.9bn)
Marriott
(£48.2bn)
Hyatt
(£9.4bn)
Choice
(£4.6bn)
IHG
(£10.3bn)
Wyndham
(£5.0bn)
Development of
global peer group
The Committee went through
a lengthy and robust process of
considering and formulating an
appropriate peer group for Executive
Director pay purposes, and held a
number of additional meetings in
order to test and refine the approach.
As a result of this process, we have
formed a single global peer group for
benchmarking which is data driven and
comprised of companies with which
we compete for senior talent, in terms
of those in the top
five levels o
f the
business we attract from and lose to,
looking over a five year period.
The peer group that resulted from
this process includes our closest
hotel peers, and wider travel &
leisure sector and adjacent strategic
businesses where we have talent
flows. In addition to these two sectoral
and talent factors, we included
companies in the peer group only if
they either have a significant consumer
element to their business operations
or significant presence in Atlanta (or
both). This geographic filter reflects our
significant operations in Atlanta as well
as the US being the most significant
talent market for IHG.
We have digital and payment system
parallels in our business model with
the strategic business peers, the success
of which is driven by the booking platform.
In the context of these similarities, these
hospitality and consumer businesses
are also observed to draw on the same
talent pool as the hotel peers given the
skills required to successfully lead value
creation for these companies.
We acknowledge and understand
an alternative perspective that the
UK market remains the most relevant
comparison point. Given the nature
of our business and evidence from
talent flows, the Board strongly believes
that this global peer group is most
appropriate for benchmarking.
The median market capitalisation
of the resulting group was aligned
with our size at the time of developing
the peer set. Based on a three-month
average to 31 December 2024, eight
of the peers are smaller than IHG and
eight are larger than IHG by market
capitalisation. We excluded some major
Atlanta-based businesses identified
in the talent flow analysis on the basis
that their market capitalisation was
significantly higher than IHG’s.
There is overlap between the
benchmarking and TSR peer groups
as they both include the same group
of major hotel industry peers, but
they are not identical as they have
each been developed for their own
purpose. The TSR peer group is
derived from a marketable, liquid
comparator set based on available
global investments in our sector,
whereas the benchmarking peer
group is reflective o
f our talent
flow
analysis. The relative net system size
growth measure peer group is also
focused on the same core hotel
competitor group. The Committee
strongly believes each of these peer
groups is appropriate for its purpose
and all are strategically aligned.
CEO – remuneration for latest reported
financial year
(three month average market capitalisation
to 31 December 2023)
CFO – remuneration for latest reported
financial year
(three month average market capitalisation
to 31 December 2023)
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
161
Directors’ Remuneration Report
continued
Introduction to 2025 Directors’ Remuneration Policy
continued
Name
Base
salary (£000)
Target
bonus (% of
base salary)
Target
total cash
(£000)
LTI expected
value (% of
base salary)
a
LTI maximum
value (% of
base salary)
b
Target total direct
compensation
(£000)
Maximum
total direct
compensation
(£000)
c
IHG – CEO
1,030
100%
2,060
250%
500%
4,633
8,237
Peer group –
Upper quartile
1,110
200%
3,151
1,311%
3,412%
16,843
39,820
Peer group –
Median
1,011
177%
2,655
519%
951%
10,352
18,758
Peer group –
Lower quartile
905
137%
2,004
223%
540%
4,243
8,583
a. The expected value of long-term incentives (LTI) represents the fair/expected value of an award as at the date of grant, taking into account the speci
fic
characteristics of the vehicle awarded (for example, share price volatility, dividend yield) and any applicable performance vesting conditions. The reported
expected value represents the sum of the values of all types of LTI award made to an individual in the year, including performance/restricted shares, stock
options, deferred bonus matching shares and long-term cash bonuses. For UK organisations, target LTI (Performance Share Plan) is half of the maximum.
b. For organisations that did not disclose their maximum LTI award, it is assumed that: stock option target is 20% of maximum, performance shares/cash
target is 50% of maximum, and restricted shares target is 100% of maximum.
c. For organisations that did not disclose their maximum bonus, it is assumed that their target is 60% of maximum.
Global peer group summary
While IHG’s market capitalisation is at the median of the peer group, the CEO’s compensation is around the lower quartile.
Company
Three-month average
market capitalisation to
31 December 2024 (£m)
Primary sector
Hotel
Travel and
leisure (or
adjacent)
American Express
Fiserv
Marriott
Hilton
CBRE
Delta
Amadeus
Carnival
IHG
£14,604
IAG
Hyatt
MGM
Norwegian Cruise
Accor
Wyndham
Whitbread
Choice Hotels
Company
Target Total Direct Compensation for CEO (£000)
American Express
Fiserv
Hilton
Delta
Hyatt
Marriott
CBRE
MGM
Wyndham
Carnival
Norwegian Cruise
IHG
£4,633
Choice Hotels
Amadeus
Accor
IAG
Whitbread
Lower quartile:
£4,243
Median:
£10,352
Upper quartile:
£16,843
162
IHG
Annual Report and Form 20-F 2024
Base salary
Total cash
TTDC
Compa-ratio against
market median
108%
90%
57%
IHG
Upper quartile
Lower quartile
Median
£6m
£5m
£4m
£3m
£2m
£1m
£0
Market median c.£4.0m
Base salary
Total cash
TTDC
Compa-ratio against
market median
102%
78%
45%
£18m
£16m
£14m
£12m
£10m
£8m
£6m
£4m
£2m
£0
IHG
Upper quartile
Lower quartile
Median
Market median c.£10.4m
Results of
benchmarking
exercise
In the business context and with the
talent issues in the previous section
identified, a benchmarking analysis
was carried out to understand in detail
the position of our Executive Director
remuneration against the global peer
group and to support the review.
This highlighted the following:
A non-performance based share
element is prevalent practice for
CEOs amongst the peers, with 75%
of the group having two or more
long-term incentive elements.
While the base salary of the IHG CEO
is broadly aligned with the median
of the peer group, the total target
direct compensation (base salary,
on-target bonus and the expected
value of long-term incentives) for the
CEO of around £4.6m is just above
the lower quartile, or around 45%
of the median (£10.4m).
Overall, there is therefore a signi
ficant
gap to median, with bonus and
long-term incentive quantum being
the main factors for this gap.
For reference, including pensions
and benefits in the benchmarking
analysis, the CEO’s total remuneration
(£5.0m) is around 46% of the peer
group median (£10.7m).
For the CFO, there is a similar
competitiveness challenge. In this
case the CFO’s target remuneration
(£2.3m) is around 57% of the peer
group median (£4.0m).
CEO –
Target total direct compensation (TTDC) positioning
against global peer group
CFO –
Target total direct compensation (TTDC) positioning
against global peer group
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
163
Directors’ Remuneration Report
continued
Introduction to 2025 Directors’ Remuneration Policy
continued
Proposals and rationale
The following changes are proposed to address these
findings, in accordance with the agreed principles o
f the review.
Element
CEO: Current
CEO: Proposed
CFO: Current
CFO: Proposed
Salary (% increase)
£1,029,600
£1,100,000 (6.8%)
£644,800
£664,350 (3%)
Bonus maximum (% of salary)
200%
300%
200%
250%
– Bonus target (% of salary)
100%
150%
100%
125%
LTIP maximum award (% of salary)
500%
800%
300%
500%
– LTIP target award (% of salary)
250%
400%
150%
250%
Restricted stock unit (RSU) award
(% of salary)*
n/a
150%
n/a
100%
Target total direct compensation
£4,633,000
£8,800,000
£2,258,000
£3,820,000
Minimum shareholding requirement
(% of salary)*
500%
1,000%
300%
400%
Total variable pay (% of salary)
Target: 350%
Maximum: 700%
Target: 700%
Maximum: 1,250%
Target: 250%
Maximum: 500%
Target: 475%
Maximum: 850%
*The original proposals have been revised by the Committee in response to investor engagement. The overall result is a
reduction in the positioning against the peer group median from 100% to 85% for CEO and from 100% to 96% for the CFO,
primarily due to a reduction in the originally proposed quantum of RSU awards. See the section in relation to shareholder
consultation on the following page for further details.
The Committee understands and acknowledges that the adjustments proposed together represent a substantial change
to remuneration levels, particularly the long-term incentive elements. This reflects the scale o
f the issue identi
fied and the
intent to robustly and directly address this talent retention and succession challenge. The Committee also understands the usual
UK market expectation that where restricted shares are introduced, this is by way of substitution for performance-based awards
using a discount factor of 50%. Given the aim of addressing the differentials between the CEO’s and CFO’s pay to the peer group,
this approach was judged not to be appropriate.
Pensions and benefits
Other than the adjustments to salary, there are no proposed changes to the other elements of
fixed pay. The approach to pensions
and benefits will continue to apply, in particular with pension provision being aligned with that
for the corporate workforce.
Other features of the policy
Other features of the policy that will apply are set out below. Many of these conditions are not common practice within the
global peer group, but have been retained to align with UK corporate governance best practice.
Underpin on RSU awards
(3 year vesting period)
Vesting of restricted shares will be contingent on the satisfaction of a discretionary underpin which
will be assessed by the Committee prior to vesting. The Committee will consider the extent to which
the Executive Directors have effectively delivered IHG’s strategy across the vesting period, as well as any
factors that have resulted in serious reputational damage or signi
ficant financial loss to the Company.
In making its assessment, the Committee will take into account the experience of stakeholders
including our shareholders, owners and guests. Following the vesting date for each award cycle,
the Committee will disclose its considerations in assessing the underpin in the relevant Directors’
Remuneration Report.
This is the underpin that has been discussed with shareholders and which will be applied to RSU awards
granted as part of a rigorous decision-making process. Any changes to this underpin for future cycles
would only be made after prior consultation with shareholders.
Minimum shareholding
requirement (CEO: 1,000% of
salary, CFO: 400% of salary)
Ordinarily a shareholding of 700% of salary for CEO and 300% of salary for CFO should be built up over
five years. The balance o
f the total shareholding requirement of 1,000% of salary for CEO and 400%
of salary for CFO should be reached over a further period agreed with the Chair of the Board.
Other conditions that continue to apply:
Bonus deferral:
At least 30% of bonus earned will be deferred into shares for three years if the minimum shareholding requirement
has been met, with at least 50% being deferred otherwise.
Post-vesting holding period:
A two year holding period will apply for all LTIP and RSU shares after vesting.
Post-cessation shareholding requirement:
The full minimum shareholding requirement continues to remain in force for two years
following cessation as an Executive Director.
Malus and clawback:
Recovery arrangements will continue to apply.
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The rationale for these changes to
remuneration is as follows:
Overall the proposals ensure that
remuneration is aligned with the
growth aspirations and shareholder
value, as the delivery of increased
remuneration is primarily through
long-term share-based elements in
the form of performance shares and
restricted shares.
Positioning of Executive Director total
target remuneration will be more
closely in alignment with the median
of the global peer group than is
currently the case.
The increase to the CEO’s salary is
a modest adjustment (6.8%), which
minimises the impact on our cost
base and reflects the current market
position. This increase is in line with
actual salary increases received by
our strongest performing UK and US
employees whose pay was below
market levels, over the last three years.
Other increases are to variable
elements, thus driving short- and
long-term performance.
A hybrid structure aligns IHG to
international market practice and the
peer group pay mix. A restricted share
element is a ‘balancing’ element into
the total package, acknowledging
that key drivers of sustainable
business growth have complex
co-dependencies under a managed
and franchised business model in a
cyclical sector.
The structure is consistent with the
long-term incentive structure for senior
individuals below Board, as restricted
shares are used for the Executive
Committee and are the principal or sole
tool below this level. Restricted shares
have been part of below-Executive
Director remuneration packages for
nine years and have been effective in
aligning interests of senior executives
with shareholder value.
The restricted share underpin ensures
that the Committee will allow vesting
of RSU awards only if delivery of the
strategy is on track. It will assess this in
a robust manner prior to approving the
vesting of RSU awards by looking at the
key growth algorithm metrics, which
are already reflected in incentive KPIs,
as well as other relevant factors at the
time, such as reputation. These factors
will be considered by the Committee
through the lens of IHG stakeholders
including shareholders.
Shareholder consultation
We have carried out an in-depth
consultation process, meeting nearly
60% of our shareholder register and
proxy bodies between November 2024
and February 2025.
This consultation exercise has been
extremely valuable to us in shaping
our proposals. The vast majority of
shareholders we have spoken to
were very supportive of the evidence
for change and the rationale for the
proposals. Some important questions
were raised in relation to specific areas
during consultation, mainly related
to the long-term incentive elements
of the package rather than salary and
bonus levels. The Committee has
reflected on the
feedback and, while
overall the original proposals were
considered fit
for purpose, in order to
respond appropriately to shareholders’
views, the Committee agreed that it
was appropriate to make adjustments.
Shareholders were very generous in
providing additional comments and
advice as we refined and tested these
adjustments. This process resulted
in the following:
Reduction in the originally proposed
annual quantum of RSU award, from
300% of salary to 150% for the CEO
and from 150% of salary to 100% for
the CFO, in response to particular
questions on the balance between
LTIP and RSU, and overall quantum.
This change means the proportion
of the CEO’s total long-term incentive
that has performance targets is 84%;
Strengthening the RSU underpin,
in particular to specifically include
effective delivery of IHG’s strategy
over the vesting period; and
Increase in the size of the shareholding
requirement for the CEO from an
original proposal of 700% of salary
to 1,000%. The resulting requirement
exceeds the combined quantum
of LTIP and RSU awards and is
significant as it doubles the current
CEO requirement of 500% of salary.
While the current Executive Directors
already meet the revised shareholding
requirements, or are expected to during
2025, a new incumbent may require a
long time to reach them, and therefore
we have included flexibility to achieve
the full requirement over a period
longer than five years.
I hope that these changes demonstrate
our willingness to listen but also to
respond to shareholders. While the
Committee’s view was that median
peer group positioning was strategically
the right competitive position against the
market, taking into account the business
case for change, the resulting proposals
reflect the
feedback from some
shareholders by reducing the overall
positioning to a lower level of around
85% of median for the CEO and 96%
of median for the CFO. This positioning
also responds to questions on the
inclusion of companies with a range
of market capitalisations in the peer
group, while the Committee continues
to strongly believe that the peer group is
appropriate based on the talent context.
Broader workforce
considerations
As outlined on page 142 of the
Annual Report and Form 20-F 2024,
IHG operates an aligned approach
to remuneration throughout
the organisation.
In line with the UK Corporate
Governance Code, the Committee
reviews pay and employment
conditions beyond those of the
Executive Committee and takes this
into consideration when establishing
and implementing policy for Executive
Directors. The Committee reviews
aspects of the Company’s wider
workforce remuneration approach
as part of its regular meeting agenda.
We remain committed to paying our
employees fairly with respect to their
relative responsibilities both internally
and externally. Throughout the Group,
base salary and benefit levels are set
in accordance with prevailing market
conditions, policies, practice and
relevant regulations in the countries in
which employees are based. Differences
between Executive Director pay policy
and that of other employees re
flect
the position and responsibilities of
the individuals, as well as corporate
governance practices in respect of
Executive Director remuneration.
Strategic
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Group Financial
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Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
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Directors’ Remuneration Report
continued
Introduction to 2025 Directors’ Remuneration Policy
continued
Our approach to remuneration
is structurally consistent across the
corporate population. For example, the
same APP corporate performance targets
apply to Executive Directors and all levels
of the corporate population, and the
same LTIP performance measures apply
to eligible colleagues below Executive
Director level. Executive Directors
and other senior management
receive a greater proportion of total
remuneration in the form of long-term
incentives. At Executive Committee
level, RSU awards are used alongside
performance-related LTIP awards, with
the balance of RSU awards increasing
below Executive Committee level
so that RSU awards are the primary
long-term incentive vehicle for
those eligible colleagues below the
Executive Committee.
Some of the key ways in which we
invest in the reward arrangements for
our employees are:
Bonus funding:
We regularly provide
additional bonus funding to enable
managers to reward the best
performers in our business, and did
this again for 2024;
Peer group:
We use a consistent
approach to benchmarking pay
across the organisation, including
reviewing the global peer group for
the most senior population below
Board. Given the global peer group
has been composed on the basis
of our talent
flows and succession
pipeline, it is also being used as a
reference point in assessing the pay
of the next levels of senior executives
where appropriate. While the analysis
illustrates that competitive pay
issues exist primarily at the Executive
Director level, the pay of other senior
executives will be considered in the
context of the peer group alongside
other factors including role location,
market risk and succession;
Salary rises:
For the UK leased
hotel estate, budgeted salary rises
have typically been higher than
those for the corporate workforce,
with higher increases for frontline
workers. The Real Living Wage has
been applied as a minimum for
all staff in line with the Real Living
Wage Foundation level.
Pay ratios
As part of the review of the policy, the
Committee also examined an analysis
of the ratios of CEO to workforce
pay, using the global peer group as
a comparison point for consistency.
While acknowledging that reporting
requirements differ across geographies,
and therefore an exact like-for-like
comparison is not possible, the
Committee believed it to be important
to examine the relativity of pay levels
across our peers as a context for
the changes to the policy.
The analysis showed that the median
50th percentile CEO pay ratio in 2023
was 355:1 within the global peer group,
compared to IHG’s 50th percentile CEO
pay ratio for 2023 of 62:1 (UK corporate
employees only) and 136:1 (UK corporate
and hotel employees).
Following the proposed policy changes,
IHG’s projected 50th percentile CEO-
to-workforce ratio, based on the new
policy and 2024 actual workforce pay,
are 101:1 (UK corporate employees
only) and 187:1 (UK corporate and hotel
employees). These revised ratios remain
significantly below the 2023 global peer
group median of 355:1. Therefore, the
Committee believes the revised policy
results in reasonable remuneration
levels when viewed from a broader
employee perspective.
Target setting
The Committee will continue to ensure
that there is significant stretch in
targets, requiring upper quartile relative
performance for maximum outcomes
and with company targets being driven
by our growth algorithm. We have
increased the stretch in the EPS targets
for 2025 to re
flect our ambitious plans.
The Committee’s continued focus
on setting stretching targets is
demonstrated by historical outcomes.
Despite the outstanding performance
achieved, both strategic and financial
in terms of outcomes for shareholders,
the average incentive outcomes over
the last 10 years have been around 50%
of maximum for LTIP (varying from 20%
to 85%) and around 70% of maximum
for bonus (varying from 0% to 100% –
with only one occurrence at 0% and one
at 100%), or around 60% of maximum
overall. See the Directors’ Remuneration
Reports for details of year by year
incentive outcomes.
Next steps
The current policy was approved in
2023, and it was supported by 74.85% of
our register, including 22 out of our top
25 shareholders. I have subsequently
flagged in
follow-up shareholder
discussions and in the 2023 Directors’
Remuneration Report that further
changes would need to be considered
in order to help protect our Executive
Director retention, succession and
talent pipeline. As mentioned above,
shareholders have been very supportive
in these discussions. Given Executive
Director performance has been very
strong over the last year, as reflected
in our results, a review of remuneration
after two years, rather than waiting for
the scheduled triennial review in 2026,
was considered a priority to help secure
the talent that has proven to be highly
effective in evolving and delivering
strategic priorities and creation of
shareholder value.
The Committee is confident that our
revised policy will best support the
business to address the key risks identified,
drive long-term sustainable growth
and deliver value for our shareholders.
Furthermore, it will strengthen our
competitiveness in an increasingly global
talent market and allow us to better align
remuneration levels and structure with
our global peers whilst still reflecting the
best practice features expected within
the UK environment.
The whole Board is cognisant that
the revised remuneration packages
required to achieve these goals represent
a significant change to the current
arrangements, which reflects the scale o
f
the issue we are facing. These proposals
have the full support of IHG’s Chair
and Board. We will continue to monitor
remuneration policy over the coming
years and engage with shareholders.
The support of shareholders has
been incredibly valuable through
this process, and I would like to
extend a massive thank you for your
engagement and support. I am keen
to maintain an open dialogue with
shareholders and I am grateful for
the active engagement of many
of our major shareholders to date,
in particular those who I met several
times in formulating the policy which
is now presented for approval.
Angie Risley
Chair of the Remuneration Committee
17 February 2025
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The Committee will consider the Directors’ Remuneration Policy (“policy”) annually to ensure it remains aligned with strategic
objectives. However, subject to approval by shareholders at the 2025 AGM, it is intended that the policy set out below will apply
for three years from 2025; if the policy is proposed to be revised within that timeframe, it will
first be presented to be voted
upon by shareholders. Where there have been changes to elements from the last policy, these are set out for each element
in the table below. Subject to shareholder approval, the policy will take effect immediately following the 2025 AGM.
The process used by the Committee to review the policy, and the reasons for changes made, are set out on pages 159 to 166.
No Director or employee participates in discussions or decisions relating to their own remuneration in order to manage conflicts
of interest.
The policy will be available to view at
www.ihgplc.com/investors
under Corporate Governance.
Future policy table
Salary
100% cash
No change in policy
Link to strategy
To attract and retain the key talent responsible for delivering our strategic objectives.
Recognise the value of the role and the individual’s skill, performance and experience.
Operation
Base salary is normally reviewed annually and fixed
for 12 months from 1 April. In reviewing salaries,
the Committee may consider factors including but not limited to:
business performance;
personal performance, skills and expertise;
the average salary increases for the wider IHG workforce; and
current remuneration assessed against comparable opportunities for an individual to
ensure competitiveness.
Maximum opportunity
There is no maximum salary. Salary increases for current Executive Directors will be subject to
the factors including the above and will not normally exceed the range of increases applying
to the corporate UK and US employee population, except where there is a change in role or
responsibility, or another need arises to reassess the competitiveness of salary which warrants
either a lesser or a more significant increase. Any such change will be 
fully explained.
Newly promoted or recruited Executive Directors may, on occasion, have their salaries set
below the targeted remuneration level while they become established in role. In such cases,
salary increases may be higher than those for the corporate UK and US employee population
until the desired positioning is achieved.
Performance framework
An individual’s performance is considered when reviewing salary levels.
Benefits
No change in policy
Link to strategy
To attract and retain the key talent responsible for delivering our strategic objectives with
competitive benefits which are consistent with an individual’s role and location.
Operation
IHG pays the cost of providing the bene
fits on a monthly basis or as required
for one-off events.
Benefits may include the cost o
f independent
financial advice, car allowance/company car,
private healthcare for themselves and their immediate family, medical assessments, life insurance,
and other benefits provided
from time to time. Direct payment or reimbursement of reasonable
expenses incurred in performance of duties for IHG will be met, including any tax and social
security due on expenses. Benefits would generally reflect typical practice
for the role and
location of an Executive Director. Bene
fits may include relocation and expatriate or international
assignment and/or international living costs where appropriate, including, for example, cost of
living allowance, travel costs, housing and related costs, professional advice, education allowance,
tax equalisation, medical expenses and relocation allowance.
Executive Directors are eligible to participate in any all-employee share plans that may be
introduced, on the same basis as all other employees. These would be operated within the
parameters of the applicable legislation. Currently none of the Executive Directors participate
in any such plan.
Maximum opportunity
There is no defined maximum. The Remuneration Committee periodically reviews the cost o
f
benefits to ensure they remain affordable. The value o
f bene
fits is dependent on location and
market factors. Relocation and expatriate or international assignment costs would generally
reflect typical practice
for the role and location of an Executive Director.
Performance framework
None.
Directors’ Remuneration Policy
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Additional
Information
Annual Report and Form 20-F 2024
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167
Directors’ Remuneration Policy
continued
Future policy table
continued
Pension
No change in policy
Link to strategy
To attract and retain the key talent responsible for delivering our strategic objectives with
appropriate contribution rates to provide funding for retirement.
Operation
UK Executive Directors are eligible to join the IHG UK Defined Contribution Pension Plan (UK Plan).
A cash allowance in lieu of pension contributions can be elected by the individual, for example,
where pension contributions would be less efficient than cash.
Non-UK Executive Directors may be eligible for an alternative local company retirement plan,
for example, a DC 401(k) Plan and a DC Deferred Compensation Plan currently operating in
the US.
Maximum opportunity
Salary is the only element of remuneration that is pensionable. The maximum employer
contribution rate, or cash allowance in lieu of pension contribution, for new and incumbent
Executive Directors will not exceed the maximum employer contribution rate available to all
other participants in the UK plan, currently 12% of salary.
Other contribution rates in excess of this may apply to non-UK Executive Directors in alternative
non-UK local retirement plans. The Committee has the discretion to reduce or increase employer
contribution rates for Executive Directors in exceptional circumstances where conditions
so warrant, or to meet any statutory minimum contribution rate.
Performance framework
None.
Annual Performance Plan (APP)
Part cash and part IHG PLC shares deferred for three years, under the rules of the Deferred Award Plan (DAP)
Link to strategy
Drives and rewards annual performance normally against both
financial and non-financial metrics.
Aligns individuals and teams with key strategic priorities.
Aligns short-term annual performance with strategy to generate long-term returns
to shareholders.
Deferral into shares reinforces retention and enhances alignment with shareholders.
Operation
Awards are made annually, 50% in cash after the end of the relevant
financial year and
50% in the form of share awards which vest after three years subject to leaver provisions.
Subject to meeting the minimum shareholding requirement, up to 70% of the award may
be paid in cash and at least 30% in deferred shares.
The Committee has discretion to make awards wholly in cash rather than part-cash and
part-shares, in exceptional circumstances.
The share awards are made in the form of conditional awards or forfeitable awards of shares.
Malus and clawback apply to awards. See page 174 for details.
The Committee applies judgement and discretion where necessary to ensure approved
payout levels are reflective o
f overall business performance and has the ability to exercise
discretion in adjusting the formulaic outcome of the APP to ensure the outcome is re
flective
of the performance of the Company and the individual over the period. The performance
and vesting outcomes and any use of discretion will be fully disclosed and explained in the
relevant Directors’ Remuneration Report.
The Committee may make adjustments to targets and/or measures if a signi
ficant one-off
event occurs that makes any of the existing targets and/or measures no longer appropriate.
Any amended performance targets will be at least as challenging as the ones originally set.
Maximum opportunity
The maximum annual award is 300% of salary for CEO and 250% of salary for other
Executive Directors.
The target award is normally 50% of the maximum award.
Performance framework
Normally, 70% of the award is based on the achievement of an operating pro
fit measure and
30% is based on a mixture of strategic and/or personal measures which are reviewed annually
and the weighting, measures and targets are determined by the Committee and set in line
with key strategic priorities.
Threshold is up to 50% of target award for each measure.
New for 2025 policy
With effect from the 2025
financial year, the maximum APP award has increased
from 200% to 300% for CEO, and from 200% to 250% for other Executive Directors.
See pages 164 to 165 for the rationale.
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Long-Term Incentive Plan (LTIP)
100% IHG PLC shares under the rules of the DAP
Link to strategy
Drives and rewards delivery of sustained long-term performance on measures that are aligned
with the interests of shareholders.
Operation
Annual grants of conditional awards or forfeitable awards of shares subject to a performance period
normally of at least three years, subject to the achievement of corporate performance targets.
The Committee will normally also impose such post-vesting holding periods to ensure at least
a total five-year period
from grant of the awards to the date they are free from any restrictions.
These holding periods normally continue to apply post cessation of employment.
The Committee has discretion to make cash awards in exceptional circumstances.
Malus and clawback applies to awards. See page 174 for details.
Maximum opportunity
The maximum annual award is up to 800% of salary for the CEO and up to 500% of salary for
other Executive Directors.
Performance framework
The majority of the LTIP will normally be based on the achievement of
financial
performance measures.
The measures and targets are reviewed and may be changed by the Committee annually
to ensure alignment with strategic objectives. Normally 20% of the maximum pays out for
threshold performance but the Committee may increase this to up to 25% of maximum
if this is considered appropriate.
All targets are typically measured over a performance period of at least three years.
The Committee may make adjustments to targets and/or measures if a signi
ficant one-off
event occurs that makes any of the existing targets and/or measures no longer appropriate.
Any such adjustments would be disclosed at the first appropriate opportunity. Any amended
performance targets will be at least as challenging as the ones originally set.
The Committee will review the vesting outcomes under the LTIP measures at the end of each
three-year cycle against an assessment of several factors, including, but not limited to Group
earnings, the quality of
financial per
formance and growth over the period, including relative
growth against the market, and the efficient use of capital. If the Committee determines that
the vesting outcomes do not appropriately reflect the per
formance of the Group (the Company
and its subsidiaries), it may exercise reasonable discretion to override award outcomes, in
particular to override formulaic outcomes, to increase or reduce the number of shares that vest.
The performance and vesting outcomes and any use of discretion will be fully disclosed and
explained in the relevant Directors’ Remuneration Report.
New for 2025 policy
The maximum opportunity has been increased from 500% to 800% of salary for CEO and from
300% to 500% of salary for other Executive Directors. See pages 164 to 165 for the rationale.
Restricted Stock Units (RSU)
100% IHG PLC shares under the rules of the DAP
Link to strategy
Provides share-based incentivisation aligned with the long-term interests of shareholders,
subject to satisfactory underpin performance.
Operation
Annual grants of conditional awards or forfeitable awards of shares subject to a vesting
period normally of at least three years, subject to the achievement of underpin conditions.
The Committee will normally also impose such post-vesting holding periods to ensure at least
a total five-year period
from grant of the awards to the date they are free from any restrictions.
These holding periods normally continue to apply post cessation of employment.
The Committee has discretion to make cash awards in exceptional circumstances.
Malus and clawback applies to awards. See page 174 for details.
Maximum opportunity
The maximum annual award is up to 150% of salary for the CEO and up to 100% of salary
for other Executive Directors.
Performance framework
RSU awards will be subject to an underpin, set at the time of grant.
The Committee will review the underpin outcomes at the end of each three-year cycle when
determining the appropriate level of vesting.
The underpin and vesting outcomes and any use of discretion will be fully disclosed
and explained in the relevant Directors’ Remuneration Report.
New for 2025 policy
RSU is a new element under the 2025 policy, and aligns the incentive structure for
Executive Directors with that for the rest of the senior management population.
Strategic
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Additional
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Directors’ Remuneration Policy
continued
Shareholding requirements
Minimum shareholding
requirement
The minimum shareholding requirement is 1,000% of salary for the CEO and 400% of salary
for other Executive Directors. This shareholding can include the net value of unvested shares
that are not subject to any further performance conditions or underpins.
Ordinarily the shareholding of the CEO should be built up over
five years to 700% o
f salary.
The balance of the revised shareholding requirement up to 1,000% of salary should be
reached over a further period agreed with the Chair of the Board.
Ordinarily the shareholding of other Executive Directors should be built up over
five years to
300% of salary. The balance of the revised shareholding requirement up to 400% of salary
should be reached over a further period agreed with the Chair of the Board.
The full minimum shareholding requirement will normally remain in force for two years
post-cessation of employment.
New for 2025 policy
The requirement has been increased in 2025 from 500% to 1,000% for the CEO and from
300% to 400% for other Executive Directors. See pages 164 to 165 for the rationale.
Performance measures
for 2025
APP
The measures for 2025 will be operating
profit
from reportable segments, room
signings and room openings.
Why have we chosen these measures?
Operating profit
from reportable
segments is a focal measure of business
performance for our shareholders and
is a function of other critical measures,
such as RevPAR, profit margin and
fee revenues. The Committee has
determined that, for 2025, it continues
to be 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 is 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 targets are commercially sensitive
and will be disclosed in the Directors’
Remuneration Report following the
year for which the bonus is earned.
The Committee retains the flexibility to
change the measures and/or weightings
during the life of the policy and will
consult with shareholders as appropriate
on any proposed changes.
How are performance targets set?
Targets may be set relative to budget
and/or by reference to prior results
and may contain a performance range
to incentivise outperformance and
minimum performance levels relative
to budget and/or prior experience to
ensure that poor performance is not
rewarded. The 2025 targets are set by
the Committee, taking into account IHG’s
growth ambitions, market expectations
and the circumstances and relative
performance at the time, with the aim
of setting stretching targets for senior
executives, which will reflect success
ful
outcomes for the business based on its
strategic objectives for the year.
LTIP
Measures for the 2025–27 cycle are:
relative Total Shareholder Return,
relative net system size growth, cash flow,
adjusted earnings per share (EPS), and
carbon and people metrics.
Why have we chosen these measures?
Relative total shareholder return will
remain a measure for 2025–27, re
flecting
our aim to deliver competitive shareholder
returns as well as aligning the interests
of Executive Directors with those
of shareholders.
A net system size growth measure
will also remain and, reflecting our
industry-leading growth in our scale
ambition, will continue to have a
relative performance target measured
against our closest competitors.
There is no change to the cash flow
measure to deliver consistent, sustained
growth in cash flows and profits over
the long term.
The carbon and people metrics
have been simplified
for 2025 with
two key measures aligned to our
growth strategy: Adoption of energy
conservation measures (ECMs) in hotels,
and Talent Interventions. Aligned to our
decarbonisation strategy, the carbon
measure is focused on supporting
owners to reduce energy costs and
drive better hotel performance via
adoption of ECMs. The people measure
relates to our primary hotel leadership
programme, Journey to GM, to focus
attention on developing high quality
talent to fuel our long-term growth.
An EPS measure will continue to be
used for 2025–27. EPS is a key business
metric, prominent in company results
reporting and commonly used for
valuation purposes. It provides a
measure of the efficiency of the capital
structure, in that returns of capital can
be captured within EPS performance,
as well as promoting further alignment
with shareholder experience.
How are performance targets set?
Targets may be set relative to
the expected outcomes of IHG’s
long-range business plan and other
long-term strategic objectives and
may contain a performance range
to incentivise outperformance
and minimum performance levels to
ensure that poor performance is not
rewarded. The targets for the 2025–27
LTIP are set by the Committee, taking
into account IHG’s long-range business
plan, market expectations and the
circumstances and relative performance
at the time, with the aim of setting
stretching targets for senior executives,
which will reflect success
ful outcomes
for the business based on its long-term
strategic objectives.
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Illustrative scenarios
The graphs below illustrate the value that could be received by Executive Directors under the policy in respect of 2025, showing:
minimum, which includes salary, benefits and employer pension contributions only (total fixed pay);
target, which includes total fixed pay (including salary, benefits and pension) and an on-target outcome
for the APP
(150% of salary for CEO and 125% of salary for CFO), 50% of maximum LTIP vesting and 100% RSU vesting;
maximum, which includes total fixed pay and a maximum outcome under the APP, LTIP and RSU; and
maximum plus share price growth, which includes a 50% share price increment for the LTIP and RSU.
Salaries are those proposed to apply from 1 April 2025. The bene
fit values included are estimates based on the 2024 values.
Consideration of
shareholder views
In updating the policy, we undertook
a comprehensive review of executive
remuneration, including how it could
support the Company’s strategy and
better align with shareholders’ interests.
The Committee followed a detailed
decision-making process to design the
new policy which included discussions
on the proposals at six Remuneration
Committee meetings. The Committee
considered multiple approaches and
their appropriateness for IHG, and
sought input from management as well
as advice from its independent advisers
on market practice and shareholder
expectations to inform the discussions.
An extensive shareholder consultation
exercise was also undertaken. To avoid
any conflict o
f interest, no Executive
Directors were present for Committee
conversations relating to their own pay.
Engagement with our largest
shareholders and proxy bodies has been
key to this review and the Committee
chair has consulted with shareholders
to develop the policy, starting in
2024 and continuing into early 2025.
In total we have engaged with almost
60% of the shareholder register to date.
This process has allowed the
Committee to hear and reflect on
shareholder feedback while developing
the policy and helped shareholders
better understand our business, the
competitive environment for talent and
the challenges we face. We have valued
this engagement with shareholders
and the policy has been refined in
direct response to the feedback
we received.
We remain committed to continuing
the dialogue in the run-up to the
2025 AGM and beyond.
Consideration of
employment conditions
elsewhere in the Group
Whilst decisions on remuneration
for employees outside the Executive
Committee remain a management
responsibility, in line with the UK
Corporate Governance Code, the
Committee has reviewed pay and
employment conditions beyond those
of the Executive Committee and
takes this into consideration when
establishing and implementing policy
for Executive Directors.
The Committee also reviews the
Company’s reward philosophy
and alignment of pay with culture,
values and behaviours, as well as
salary and incentives policies and
practice, including how reward
practices are aligned across all levels
of the organisation. This has shown
a consistent approach to reward and
has informed the Committee’s views
on the structure and approach to
executive pay.
2025 Policy – Elie Maalouf
2025 policy – CEO
2025 policy – CFO
10%
13%
21%
20%
26%
21%
70%
£8,470
61%
£6,477
58%
£3,985
100%
£830
Maximum plus share price growth
Maximum
Target
Minimum
£8,000
£7,000
£6,000
£5,000
£4,000
£3,000
£2,000
£1,000
£0
£9,000
8%
11%
18%
16%
21%
17%
76%
£20,634
68%
£15,409
65%
£9,359
100%
£1,659
Maximum plus share price growth
Maximum
Target
Minimum
£20,000
£15,000
£10,000
£5,000
£0
£25,000
Fixed
Annual variable
Multi-year variable
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
171
Directors’ Remuneration Policy
continued
It is the view of the Committee that
Executive Director remuneration
should be subject to robust and
stretching performance conditions
supported by strong shareholding
and governance requirements.
We remain committed to paying our
employees fairly with respect to their
relative responsibilities both internally
and externally. Throughout the Group,
base salary and benefit levels are set
in accordance with prevailing market
conditions, policies, practice and
relevant regulations in the countries
in which employees are based.
Differences between Executive Director
pay policy and that of other employees
reflect the position and responsibilities
of the individuals, as well as corporate
governance practices in respect of
Executive Director remuneration.
In particular, a key difference in policy
for Executive Directors and other senior
management is that a greater proportion
of total remuneration is delivered as
performance-based incentives.
Some of the key ways in which we invest
in the reward arrangements for our
employees are:
We have regularly provided additional
bonus funding to enable managers
to reward the best performers in
our business;
We have changed our approach to
workforce pay to more closely align
outcomes with performance;
We use a consistent approach
to benchmarking pay across the
organisation, including reviewing the
global peer group for the most senior
population below Board; and
For the UK leased hotel estate,
budgeted salary rises have typically
been higher than those for the
corporate workforce, with higher
increases for frontline workers.
The Real Living Wage has been
applied as a minimum for all staff
in line with the Real Living Wage
Foundation level.
While the Company did not consult
directly with employees on the new
policy, feedback from employee surveys
and through direct engagement
provides views on a range of employee
matters including pay. The Company’s
approach to wider workforce
engagement is set out in the Directors’
Remuneration Report.
Approach to recruitment
or promotion remuneration
The remuneration of any newly recruited
or promoted Executive Director will
be determined in accordance with this
policy and relevant maximum limits,
and the elements that would normally
be considered by the Group for
inclusion are:
salary and benefits, including defined
contribution pension participation
for a UK Executive Director or cash
in lieu of pension, or equivalent local
plan for an Executive Director not
located in the UK;
participation (or increased
participation) in the APP, typically
pro-rated for the year of recruitment
or promotion to reflect the proportion
of the year remaining after the date
of commencement of employment
(or promotion); and
participation in the LTIP and RSU:
pro-rated awards (or increased
awards in the case of promotions)
would normally be made in relation
to LTIP and RSU cycles outstanding
at the time of recruitment (or
promotion); but
no pro-rated award (or increased
award) would normally be made for
an LTIP or RSU cycle that has less
than nine months to run at the date
of commencement of employment
or promotion.
The maximum annual variable pay
opportunity for a new or promoted
Executive Director is 1,250% of salary.
In addition to this, the Committee may,
at its discretion, compensate a newly
recruited Executive Director for relevant
contractual rights forfeited when
leaving their previous employer and/
or remuneration forgone as a result
of leaving their previous employer.
The Committee would seek validation
of the value of any potential incentives
or contractual rights foregone. Awards
would be made on a comparable
basis to the extent possible, typically
taking account of performance
achieved (or likely to be achieved),
the proportion of the performance
period remaining and the form of the
award. Compensation would, as far as
possible, be in the form of LTIP and/
or RSU awards in order to immediately
align a new Executive Director with
IHG performance.
Policy on payment
for loss of office
Executive Directors normally have
a 12-month notice period from both
the Group and Executive Director.
However, neither notice nor a payment
in lieu of notice will be given in the
event of gross misconduct. In the event
of an Executive Director terminating
employment, any compensation
payable will be determined in
accordance with the terms of their
service contract and the rules of any
relevant incentive plan. Where possible,
the Group will seek to ensure that,
if a leaver mitigates their losses, for
example, by finding new employment,
there will be a corresponding reduction
in compensation payable for loss of
office. An Executive Director may have
an entitlement to compensation in
respect of their statutory rights under
employment protection legislation in
the UK or other relevant jurisdiction.
The Committee reserves the right to
make any other payments in connection
with a Director’s cessation of office
or employment where the payments
are made in good faith in discharge
of an existing legal obligation (or by
way of damages for breach of such
an obligation) or by way of settlement
of any claim arising in connection
with the cessation of a director’s
office or employment, or otherwise.
Any such payments may include, but
are not limited to, paying any fees for
outplacement assistance and/or the
director’s legal and/or professional
advice fees in connection with their
cessation of office or employment.
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The following table sets out the basis on which payments for loss of office may be made:
Remuneration component
Circumstances and approach taken (including, but not limited to):
Salary and contractual
benefits, including
pension
Good leaver:
paid up to date of termination or in lieu of notice. Alternatively, the Company may
continue to provide benefits that would otherwise have been paid, normally until the end o
f the
notice period.
Other leaver:
paid up to date of termination or in lieu of notice, if applicable (other than in the case
of gross misconduct).
Death:
paid up to date of death.
APP award for year
of termination
Good leaver:
award settled on usual date, pro-rated for time and subject to the extent that
performance conditions are met, in each case unless the Committee decides otherwise in its discretion
or if earlier settlement is required in order to comply with applicable tax legislation. Award settled 50%
cash and 50% in shares deferred for three years from grant, or such other proportions as permitted
under the policy subject to Committee discretion.
Other leaver:
no award for year of termination, other than in case of termination after end of
performance period but before award settlement, in which case only the cash portion of an award
will be settled on the usual date, unless the Committee decides otherwise in its discretion. The share
settled portion shall lapse.
Death:
award settled fully in cash immediately, pro-rated for time and subject to the extent that
performance conditions are met, in each case unless the Committee decides otherwise in its
discretion.
Unvested APP deferred
share awards
Good leaver:
award vests on usual date to the extent that any conditions are met, unless the
Committee decides otherwise in its discretion or if earlier settlement is required in order to comply
with applicable tax legislation.
Other leaver:
award forfeited.
Death:
award settled immediately to the extent that any conditions are met, unless the Committee
decides otherwise in its discretion.
Unvested LTIP
and RSU awards
Good leaver:
award vests on usual date, pro-rated for time and subject to the extent that performance
conditions, underpins and/or other conditions are met, in each case unless the Committee decides
otherwise in its discretion or if earlier settlement is required in order to comply with applicable tax
legislation.
Other leaver:
award forfeited.
Death:
award vests immediately, pro-rated for time and subject to the extent that performance
conditions and/or other conditions are met, unless the Committee decides otherwise in its discretion.
Good leaver status will be applied in accordance with the relevant plan rules, and will normally include death, injury, ill-health
or disability, or the individual’s employing company or business ceasing to be part of the Group. In addition, the Committee
has discretion to apply good leaver status and, in doing so, will consider factors such as personal performance and conduct,
overall Group performance and the speci
fic circumstances o
f the Executive Director’s departure including, but not restricted to,
whether the Executive Director is leaving by mutual agreement. The Committee would only seek to exercise this and its other
discretions under the plan rules in exceptional circumstances and the application of any such discretion would be disclosed in
full as required in the relevant announcement and Annual Report on Remuneration. To the extent that unvested share awards
do not lapse and are not forfeited on leaving, any holding period will continue to apply unless the Committee decides otherwise,
other than on death, where any holding period will cease to apply.
Legacy arrangements
The Committee reserves the right to make any remuneration payments and/or payments for loss of office (including exercising
any discretions available to it in connection with such payments) notwithstanding that they are not in line with the policy,
where the terms of the payment were agreed: (i) before 2 May 2014 (the date the Company’s
first shareholder-approved
directors’ remuneration policy came into effect); (ii) before the policy set out above came into effect, provided that the terms
of the payment were consistent with the shareholder-approved Directors’ Remuneration Policy in force at the time they were
agreed; or (iii) at a time when the relevant individual was not a Director of the Company (or other persons to whom the policy
set out above applies) and, in the opinion of the Committee, the payment was not in consideration for the individual becoming
a Director of the Company or such other person.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
173
Directors’ Remuneration Policy
continued
For these purposes, ‘payments’ include
the Committee satisfying awards of
variable remuneration and, in relation to
an award over shares, the terms of the
payment are ‘agreed’ no later than at
the time the award is granted. This policy
applies equally to any individual who
is required to be treated as a Director
under the applicable regulations.
Use of discretion by the
Remuneration Committee
Malus and clawback in
incentive plans
The APP terms and DAP rules (under
which deferred bonus, LTIP and
RSU awards are granted) allow the
Committee discretion to reduce
(including to nil) or recover incentive
plan awards if circumstances occur
that, in the reasonable opinion of the
Committee, justify a reduction (including
to nil) or recovery of one or more awards
granted to any one or more participants.
Malus provisions relate to unvested
awards whilst clawback applies for the
three years post-payment or vesting
(including the cash element of the APP).
The circumstances in which the
Committee may consider it appropriate
to exercise its discretion for malus and/or
clawback include the following:
an event or series of events occurs
which the Committee consider to
constitute corporate failure of the
Company or the Group;
there has been a material misstatement,
error, or misrepresentation in the
financial statements o
f the Group, any
member of the Group, or any business
unit or undertaking for which the
participant has significant responsibility
(other than as a result of a change in
accounting practice);
an award was granted or vests on
the basis of erroneous or misleading
information, assumptions or
calculations;
the action or conduct of a participant,
in the reasonable opinion of the
Committee, amounts to fraud or
gross misconduct;
the participant leaves office or
employment by reason of summary
dismissal by any member of the
Group or where the Committee
subsequently determines that,
prior to leaving, circumstances had
arisen which would have justified
the participant’s summary dismissal;
serious reputational damage
or significant financial loss to the
Company, any member of the Group
or a relevant business unit arises as
a result of the participant’s conduct,
misconduct or otherwise; or
any other triggers or circumstances
occur which the Committee
determines justifies the application
of malus and/or clawback. This may
include, where appropriate, negligence
on the part of the Executive Directors.
These features help ensure alignment
between executive reward and
shareholder interests and are in line with
the UK Corporate Governance Code.
All Executive Directors are required
to sign (including electronically) forms
of acceptance at the time of grant to
indicate their acknowledgement and
agreement that awards are subject
to malus and clawback.
Other uses of discretion
The Committee reserves certain
discretions in relation to the outcomes
for Executive Directors under the Group’s
incentive plans. These operate in two
main respects:
enabling the Committee to ensure
that outcomes under these plans
are consistent with the underlying
performance of the business; the
conduct, capability or performance
of the individual; any windfall gains;
the total value that would otherwise
be received compared to the
maximum value intended (or any
other reason at the discretion of the
Committee); and the experience
of stakeholders, at the same time
as providing a high degree of clarity
for shareholders as to remuneration
structure and potential quantum; and
enabling the Committee to
treat leavers in a way that is fair
and equitable to individuals
and shareholders under the
incentive plans.
The Committee has discretion to
adjust the extent to which an APP
award is settled, or LTIP or RSU award
vests if it considers such extent
would otherwise not be appropriate.
The discretions that can be applied
in the case of leavers in respect of the
APP, LTIP and RSUs are set out in the
section ‘Policy on payment for loss
of office’ on page 172.
The discretions that can be applied
in respect of the APP, LTIP and RSUs
in the event of corporate transactions,
such as a takeover or merger, include
the ability to determine:
the period for which awards may
be pro-rated;
whether awards are payable as
cash or shares;
the vesting date for APP;
the application of performance
conditions and the extent to which
those performance conditions have
been met;
in the event that a transaction involves
the exchange of IHG PLC shares for
shares in another company, whether
existing share awards may be replaced
by a new award granted on such terms
and over such shares or other types
of securities as appropriate; and
any such action as it may think
appropriate if other events happen
which may have an effect on awards.
In addition, in the event of any variation
in the share capital of the Company,
a demerger, special dividend or
distribution or any other transaction
which will materially affect the value of
shares, the Committee may make an
adjustment to the number or class of
shares subject to awards. Any exercises
of discretion by the Committee will
be fully disclosed and explained in
the relevant year’s Annual Report on
Directors’ Remuneration.
Service contracts
and notice periods for
Executive Directors
The Committee’s policy is for all Executive
Directors to have service contracts
with a notice period of 12 months from
the Company and a notice period of
six months for the employee, unless,
on an exceptional basis to complete an
external recruitment successfully, a longer
initial notice period reducing to 12 months
is used. This is in accordance with the
UK Corporate Governance Code.
All Executive Directors’ appointments
and subsequent re-appointments to the
Board are subject to election and annual
re-election by shareholders at the AGM.
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Details of current Executive Directors’ contracts (available upon request from the Company Secretary’s office):
Executive Directors
Date of original appointment to the Board
Notice period
Michael Glover
20 March 2023
12 months
Elie Maalouf
1 January 2018
12 months
Dilution of Company shares
Our DAP rules provide that issuance of new shares or re-issued treasury shares, when aggregated with all other share schemes,
must not exceed 10% of issued share capital in any rolling 10-year period. The total number of shares issued in connection with
this 10% under any discretionary employee share plans (including the DAP) must not exceed 5% of the ordinary share capital,
unless shareholder approval is obtained to amend this limit.
Non-executive directorships of other companies
The Group recognises that its Executive Directors may be invited to become Non-Executive Directors of other companies
and that such duties can broaden their experience and knowledge and benefit the Group. IHG there
fore permits its Executive
Directors to accept one non-executive appointment (in addition to any positions where the Director is appointed as the Group’s
representative), subject to Board approval and as long as this is not, in the reasonable opinion of the Board, likely to lead to a
conflict o
f interest. Any fees from such appointments may be retained by the individual Executive Director.
Remuneration Policy for Non-Executive Directors
The policy for Non-Executive Directors, set out below, will apply for three years from the date of the 2025 AGM.
The policy for Non-Executive Directors is available to view at
www.ihgplc.com/investors
under Corporate Governance in the Committees section.
If the policy is proposed to be revised within that time frame, it will be presented to be voted upon by shareholders.
Fees and benefits
100% cash
No change in policy
Link to strategy
To attract Non-Executive Directors who have a broad range of skills and experience that add
value to our business and help oversee and drive our strategy.
Recognises the value of the role and the individual’s skills, performance and experience.
Operation
Non-Executive Directors’ fees and bene
fits are set by the Chair o
f the Board and Executive
Directors; the Chair’s fees are set by the Committee.
Fees are normally reviewed annually and fixed
for 12 months from 1 January.
Consideration is given to business performance, current remuneration competitiveness
and average salary increases for the wider IHG employee population.
Benefits include travel and accommodation in connection with attendance at Board and
Committee meetings. The Company may meet any tax liabilities that may arise on such expenses.
Non-Executive Directors are not eligible to participate in IHG incentive or pension plans.
A base fee is determined for the Non-Executive Director role and additional supplemental
amounts applied for additional responsibilities such as Committee membership and
Chairing roles.
Maximum opportunity
While there is no maximum, fee increases will take into account the circumstances of the
business, increases in remuneration across the Group and relevant market practice, other
than where there is a change in role or responsibility or another need arises to reassess
the competitiveness of fee level that warrants either a lesser or a more signi
ficant increase.
Any such change will be fully explained.
IHG pays the cost of providing bene
fits as required.
Performance framework
Non-Executive Directors are not eligible to participate in any performance-related incentive plans.
Non-Executive Directors have letters of appointment, which are available upon request from the Company Secretary’s office.
Deanna Oppenheimer, appointed Non-Executive Chair on 1 September 2022, is subject to 12 months’ notice. Other Non-Executive
Directors are not subject to notice periods.
All Non-Executive Directors’ appointments and subsequent re-appointments are subject to election and annual re-election
by shareholders at the AGM.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
175
Statement of compliance
Our Statement of compliance summarises how the Group has applied the principles
of the 2018 UK Corporate Governance Code (available at
frc.org.uk/library/standards-
codes-policy/corporate-governance/uk-corporate-governance-code/
under UK
Corporate Governance Code) as published in July 2018 (the Code) and comments
on compliance with the Code’s provisions.
This should be read in conjunction with the Strategic Report on pages 3 to 110,
and Governance, including the Directors’ Remuneration Report, on pages 138 to 175,
as a whole.
The Board considers that the Group has complied in all material respects with the
Code’s provisions for the year ended 31 December 2024.
1. Board Leadership
and Company Purpose
A. The role of the Board
The Board continues to lead the Group’s
strategic direction and long-term objectives.
Further responsibilities of the Board are set
out on page 122.
The Board met eight times during 2024
and all Directors continue to act in what
they consider to be the best interests of
the Company, consistent with their statutory
duties. Further details of 2024 Board
meetings, including information on matters
discussed and decisions taken by the Board,
are set out on pages 123 to 125; attendance
information is on page 118; and skills and
experience and biographical information
is on pages 114 to 117.
A description of IHG’s business model is
set out on pages 22 to 27. An assessment
of the principal risks facing the Group is
included on pages 46 to 51.
Potential conflicts o
f 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 our culture,
including an overview of our values and
information on how the Board ensures
alignment between our purpose, values
and strategy and our culture, is included
on pages 77 to 80. A summary of the
Board’s activities in relation to the Voice
of the Employee is included on page 135.
Information on the Group’s approach to
rewarding its workforce is contained on
pages 53 and 142 and 143.
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 38 to 41.
A summary of the procedures for
identifying and discussing emerging
risks is set out on pages 44 and 45.
D. Shareholders and stakeholders
The Board engaged actively throughout
2024 with shareholders and other
stakeholders. The Chair held a number
of meetings with 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.
Information on the Board’s consideration
of and engagement with other stakeholders,
including employees, suppliers, hotel
owners and guests, is included on pages
42 and 43.
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 con
fidentially 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
Deanna Oppenheimer leads the operation
and governance of the Board and its
Committees. The Chair has been in
post since September 2022 and was
independent on appointment.
G. Board composition
The size and composition of the Board
and its Committees are kept under review
by the Nomination Committee to ensure
the appropriate combination of Executive
and Non-Executive Directors. Details of the
composition of the Board and Committees
are available on pages 114 to 118.
At least half of the Board, excluding
the Chair, are Independent Non-
Executive Directors.
H. Non-Executives
Non-Executive Director terms of appointment
outline IHG’s time commitment expectations
required to ful
fil their role.
The commitments of each Director are
included in the Directors’ biographical details
on pages 114 to 117. Details of Non-Executive
Director appointment terms are set out on
page 154.
The time each Non-Executive Director
dedicates to IHG is reviewed annually as part
of the performance evaluation of Directors
(see page 127). Graham Allan, the Senior
Independent Non-Executive Director
(SID), led the evaluations in 2024 and was
satisfied that the Non-Executive Directors’
other duties and time commitments do
not conflict with those as Directors.
The SID provides a sounding board for
the Chair and serves as an intermediary
for the other Directors and shareholders.
Graham also led the annual performance
review of the Chair (see page 127).
After each Board meeting, Non-Executive
Directors and the Chair meet without
Executive Directors being present.
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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
the administrative and logistical support
of a full-time executive assistant.
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
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 2024 are in the Nomination Committee
Report on pages 136 and 137.
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 114 to 117.
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 ful
fil their
role (see page 126).
The length of service of Non-Executive
Directors is reviewed regularly.
L. Annual evaluation
The Board undertakes either an internal
or external annual Board effectiveness
evaluation. In 2024, the Board undertook
an internal evaluation. Details of the process
and results of the evaluation are included
on page 127.
Performance evaluations of Directors,
including the Chair, are also carried out
on an annual basis. Directors’ biographies
are set out on pages 114 to 117, and details
of performance evaluations carried out
in 2024 are on page 127.
4. Audit, Risk and
Internal Control
M. Audit functions
The Audit Committee is comprised entirely
of Independent Non-Executive Directors
(see page 118 for membership details).
Byron Grote, the Audit Committee’s Chair,
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 128 to 133.
The Audit Committee reviewed the
effectiveness of the Group’s Internal
Audit function and also assessed
PricewaterhouseCoopers LLP’s performance
during 2024, including its independence,
effectiveness and objectivity. Details of these
reviews are set out in the Audit Committee
Report on pages 128 to 131.
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 179.
The status of IHG as a going concern is set
out in the Directors’ Report on page 279.
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 3 to 110.
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.
The Board completed an assessment of the
principal and emerging risks facing the Group
during the year, including those risks that
would threaten the Group’s business model,
future performance, solvency or liquidity and
reputation (see pages 46 to 51 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 44 to 51 and 128 to 131.
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
138 to 175. Details of the Remuneration
Committee’s focus areas during 2024 are
set out on page 154 and its membership
details are on pages 118 and 154.
Q. Procedure for developing policy
on executive remuneration
Details of how the Directors’ Remuneration
Policy (DR Policy) was implemented in 2024
are set out on pages 144 to 156. The DR
Policy was reviewed during 2024. Details
of how it was developed are set out on
pages 159 to 166.
During 2024, 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 Deferred Award Plan rules,
and these are disclosed as part of the DR
Policy. When determining outcomes under
incentive 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 2024 is
set out on pages 144 to 158.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
177
Group
Financial
Statements
In this section
Statement of Directors’ Responsibilities
179
Independent Auditor’s UK Report
180
Independent Auditor’s US Report
187
Group Financial Statements
190
Group income statement
190
Group statement of comprehensive income
191
Group statement of changes in equity
192
Group statement of
financial position
195
Group statement of cash
flows
196
Accounting policies
197
Notes to the Group Financial Statements
209
178
IHG
Annual Report and Form 20-F 2024
– The Consolidated Financial Statements
have been prepared in accordance with
UK-adopted international accounting
standards, and IFRSs as issued by the IASB,
and give a true and fair view of the assets,
liabilities, financial position and profit or
loss of the Group taken as a whole;
– The Company Financial Statements have
been prepared in accordance with UK
accounting standards, comprising FRS 101,
and give a true and fair view of the assets,
liabilities and financial position o
f the
Company; 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 Company
and 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 and the Group’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 con
firm that they
have taken steps to make themselves aware
of relevant audit information (as de
fined
by Section 418(3) of the Companies Act
2006). None of the Directors are aware
of any relevant audit information that has
not been disclosed to the Company’s
and Group’s Auditor.
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 o
f
financial statements
for external purposes
in accordance with IFRSs.
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 Consolidated Financial Statements
in accordance with UK-adopted
international accounting standards and
IFRSs as issued by the IASB, 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 Consolidated
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 2024
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 2024
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 2024,
together with the Group’s Consolidated
Financial Statements, were audited
by PricewaterhouseCoopers LLP, an
independent registered public accounting
firm. Their auditor’s report can be
found
on page 187.
For and on behalf of the Board
Elie Maalouf
Chief Executive Officer
17 February 2025
Michael Glover
Chief Financial Officer
17 February 2025
Financial Statements
and accounting records
The Directors are required to prepare
the Annual Report and Form 20-F and the
Financial Statements for the Company
and the Group at the end of each
financial
year in accordance with applicable law 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
Company and the Group and the profit or loss
of the Group for that period. The Directors
have prepared the Consolidated Financial
Statements in accordance with UK-adopted
international accounting standards and
International Financial Reporting Standards
(‘IFRSs’) issued by the International Accounting
Standards Board (‘IASB’). The Company
Financial Statements have been prepared
in accordance with UK accounting standards,
comprising Financial Reporting Standard 101
‘Reduced Disclosure Framework’ (‘FRS 101’),
and applicable law.
In preparing these Financial Statements,
IHG Directors are required to:
– 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
UK-adopted international
accounting standards;
– state for the Company Financial
Statements whether applicable UK
accounting standards, comprising
FRS 101, 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 Company and the Group keep
adequate accounting records sufficient to
show and explain the Company’s and the
Group’s transactions, and which disclose with
reasonable accuracy the financial position
of the Company and the Group to enable
them to ensure that the Financial Statements
and the Directors’ Remuneration Report
comply with the Companies Act 2006.
The Directors are also responsible for the
system of internal control, for safeguarding
the assets of the Company and the Group,
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:
Statement of Directors’ Responsibilities
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
179
Independent Auditor’s UK Report
Independent auditors’
report to the members
of InterContinental
Hotels Group PLC
Report on the audit of
the Financial Statements
Opinion
In our opinion:
InterContinental Hotels Group PLC’s
Group Financial Statements and
Parent Company Financial Statements
(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 2024 and
of the Group’s pro
fit and the Group’s
cash flows
for the year then ended;
the Group Financial statements have
been properly prepared in accordance
with UK-adopted international
accounting standards as applied
in accordance with the provisions
of the Companies Act 2006;
the Parent company Financial
Statements have been properly
prepared in accordance with United
Kingdom Generally Accepted
Accounting Practice (United Kingdom
Accounting Standards, including FRS
101 “Reduced Disclosure Framework”,
and applicable law); and
the Financial Statements have been
prepared in accordance with the
requirements of the Companies
Act 2006.
We have audited the Financial Statements,
included within the Annual Report
and Form 20-F (the “Annual Report”),
which comprise: the Group and Parent
Company statements of
financial position
as at 31 December 2024; the Group
income statement, Group statement
of comprehensive income, Group
statement of cash
flows and Group and
Parent Company statements of changes
in equity for the year then ended; the
accounting policies; and the notes
to the Financial Statements.
The Schedule 1: Condensed Parent
Company Financial information which
is included on pages 304 to 307 of
the Annual Report, within additional
information, does not form part of the
Financial Statements. Accordingly, it
is not within the scope of this opinion.
Our opinion is consistent with our
reporting to the Audit Committee.
Separate opinion in relation
to IFRSs as issued by the IASB
As explained in the accounting policies
to the Financial Statements, the Group,
in addition to applying UK-adopted
international accounting standards,
has also applied international financial
reporting standards (IFRSs) as issued
by the International Accounting
Standards Board (IASB).
In our opinion, the Group Financial
Statements have been properly
prepared in accordance with IFRSs
as issued by the IASB.
Basis for opinion
We conducted our audit in accordance
with International Standards on Auditing
(UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK)
are further described in the Auditors’
responsibilities for the audit of the
Financial Statements section of our report.
We believe that the audit evidence we
have obtained is sufficient and appropriate
to provide a basis for our opinion.
Independence
We remained independent of the
Group in accordance with the ethical
requirements that are relevant to our
audit of the Financial Statements in the
UK, which includes the FRC’s Ethical
Standard, as applicable to listed public
interest entities, and we have ful
filled
our other ethical responsibilities in
accordance with these requirements.
To the best of our knowledge and belief,
we declare that non-audit services
prohibited by the FRC’s Ethical Standard
were not provided.
Other than those disclosed in note 5
to the Group Financial Statements,
we have provided no non-audit services
to the Parent Company or its controlled
undertakings in the period under audit.
Our audit approach
Overview
Audit scope
PwC component audit teams were
engaged to perform a full scope audit
in the US and specified procedures over
transactions processed at the Group’s
Global Financial Services Centre in
India. The Group audit team carried out
audit procedures over the consolidation
and balances that are material due to
risk or size and transactions processed
centrally. The territories where we
conducted audit procedures, together
with work performed at corporate
functions and at the Group level,
accounted for approximately: 89%
of the Group’s revenue; 83% of the
Group’s statutory profit be
fore tax;
and 76% of the Group’s pro
fit be
fore
tax adjusted for exceptional items
and the System Fund result.
The Group audit team performed
substantive procedures over all of the
material balances and transactions
of the Parent Company.
Key audit matters
Breakage assumption used to estimate
IHG One Rewards loyalty programme
deferred revenue (Group).
Allocation of revenue and expenses
to the System Fund (Group).
Recognition of the UK deferred tax
asset (Parent).
Materiality
Overall Group materiality: $46.0 million
(2023: $48.0 million) based on
approximately 5% of pro
fit be
fore tax
adjusted for exceptional items and
the System Fund result.
Overall Parent Company materiality:
£19.7 million (2023: £21.9 million) based
on approximately 1% of net assets.
Performance materiality: $34.5 million
(2023: $36.0 million) (Group) and
£14.7 million (2023: £16.4 million)
(Parent Company).
The scope of our audit
As part of designing our audit, we
determined materiality and assessed
the risks of material misstatement in
the Financial Statements.
Key audit matters
Key audit matters are those matters that,
in the auditors’ professional judgement,
were of most signi
ficance in the 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) identi
fied by
the auditors, including 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, and
any comments we make on the results of
our procedures thereon, were addressed
in the context of our audit of the Financial
Statements as a whole, and in forming our
opinion thereon, and we do not provide
a separate opinion on these matters.
This is not a complete list of all risks
identified by our audit.
Recognition of the UK deferred tax asset,
which was a key audit matter last year, is
no longer included because of increased
certainty of the utilisation. Otherwise, the
key audit matters below are consistent
with last year.
180
IHG
Annual Report and Form 20-F 2024
Key audit matter
How our audit addressed the key audit matter
Breakage assumption used to estimate IHG One Rewards loyalty
programme deferred revenue (Group)
At 31 December 2024, the deferred revenue balance relating to the
IHG One Rewards loyalty programme was $1,653m (2023: $1,529m).
The loyalty programme, IHG One Rewards, enables members to
earn points during each qualifying stay at an IHG branded hotel
and through other partnerships and programmes. Members are
able to consume those points at a later date for free or reduced
accommodation or other benefits. The Group recognises de
ferred
revenue in an amount that reflects the Group’s unsatisfied
performance obligations, valued at the stand-alone selling price of
the future bene
fit to the member. The amount o
f revenue recognised
and deferred is impacted by the estimate of breakage (points that
will never be consumed). On an annual basis, the Group engages an
external actuary who uses statistical formulae to assist in the estimate
of breakage. If future member behaviour deviates signi
ficantly
from
expectations, breakage estimates could increase or decrease.
There is significant management judgement and estimation
uncertainty in projecting members’ future consumption activity,
and small changes in breakage assumptions can materially impact
deferred revenue and revenue recognition. There is a high degree of
auditor judgement, subjectivity and effort in performing procedures
and evaluating management’s breakage assumption, which requires
the use of professionals with specialised skill and knowledge.
Refer to the estimates section of the accounting policies and to note
3 to the Group Financial Statements for management’s disclosures.
We evaluated and tested the design and operating effectiveness
of key controls in place over management’s determination of the
breakage assumption.
We tested a sample of data used by management’s external actuary
in deriving the breakage assumption to underlying records.
We assessed the competence and objectivity of management’s actuary.
We deployed our own actuarial experts to develop an independent
estimate of a reasonably possible range for deferred revenue
based on independently determined breakage assumptions, and
compared the deferred revenue balance with our independently
calculated range.
We assessed the appropriateness of the related disclosures including
sensitivity analysis in the estimates section of the accounting policies
and in note 3 to the Group Financial Statements.
Based on the procedures performed, we noted no material issues
arising from our work.
Allocation of revenue and expenses to the System Fund (Group)
For the year ended 31 December 2024, the Group recorded
System Fund revenues of $1,611m (2023: $1,564m) and expenses
of $1,694m (2023: $1,545m).
The Group operates a System Fund (the ‘Fund’) to collect and
administer cash assessments from hotel owners for speci
fied
purposes of use including marketing, reservations, certain hotel
services and the Group’s loyalty programme, IHG One Rewards. The
Fund is not managed to generate a surplus or deficit
for IHG over the
longer term, but is managed for the bene
fit o
f the IHG System with
the objective of driving revenues for the hotels in the System. Services
are provided by the Fund and are funded by assessment fees and
costs are incurred and allocated to the Fund in accordance with the
principles agreed with the IHG Owners Association and ensuring
appropriate consistency of application. The Group has entered into a
new agreement with its current issuing partner to continue providing
co-branded IHG One Rewards credit cards in the US, impacting the
recognition of fees within the System Fund. Judgement is required
in estimating stand-alone selling prices of performance obligations
associated with the new co-branded credit card agreement. From 1
January 2024, as agreed with the IHG Owners Association, a portion
of revenue relating to the consumption of certain IHG One Rewards
points sold is reported within fee business revenue, with the
remaining amount reported within System Fund revenues.
There is significant judgement by management when developing the
Group’s internal policies in order to apply the principles agreed with
the IHG Owners Association to expenses incurred and a high degree
of auditor judgement, subjectivity, and effort in performing procedures
and assessing the consistency of management’s allocation of
expenses to the System Fund in line with the agreed principles. There
is significant judgement by management when estimating stand-
alone selling prices associated with the new co-branded credit card
agreement and a high degree of auditor judgement, subjectivity,
and effort in performing procedures related to the determination of
stand-alone selling prices of performance obligations associated
with the new co-branded credit card agreement. There is significant
judgement by management when estimating the IHG One Rewards
deferred revenue balance incorporating the impact of the change
agreed with the IHG Owners Association and a high degree of auditor
judgement, subjectivity, and effort in performing procedures and
evaluating management’s significant assumptions incorporating the
change agreed with the IHG Owners Association related to reporting
of revenue associated with certain IHG One Rewards points.
We evaluated and tested the design and operating effectiveness
of key controls relating to allocation of expenses to the System
Fund, the estimation of stand-alone selling prices of performance
obligations associated with the new co-branded credit card
agreement and the changes agreed with the IHG Owners
Association during the year.
We understood and assessed the internal policies that the Group
has put in place in order to consistently apply the principles agreed
with the IHG Owners Association to expenses incurred. We tested
a sample of expenses that had been allocated to the System
Fund to assess whether they were in compliance with the Group’s
internal policies and consistent with historical practice.
We tested management’s process for determining the stand-alone
selling prices of performance obligations associated with the new
co-branded credit card agreement, involving deploying our own
valuation experts to assist in evaluating the appropriateness of the
methodology and the reasonableness of the assumptions used by
management. We tested the completeness and accuracy of the
underlying data used in the model.
We deployed our own actuarial experts to develop an independent
estimate, incorporating the impact of the changes agreed with the
IHG Owners Association, of a reasonably possible range for deferred
revenue based on independently determined breakage assumptions,
and compared the deferred revenue balance with our independently
calculated range.
We evaluated the reasonableness of a sample of journal entries
transferring expenses to or revenues from the System Fund.
Based on the procedures performed, we noted no material issues
arising from our work.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
181
Independent Auditor’s UK Report
continued
How we tailored the audit scope
We tailored the scope of our audit to
ensure that we performed enough
work to be able to give an opinion on
the Financial Statements as a whole,
taking into account the structure of the
Group and the Parent Company, the
accounting processes and controls,
and the industry in which they operate.
The Group Financial Statements are
a consolidation of over 450 reporting
units. The Group operates a Global
Financial Services Centre (“GFS”) in
India which processes transactions for
the majority of the Group’s reporting
units. We identified one aggregation o
f
components in the US which required
a full scope audit due to its risk and
size and because this aggregated
component holds the IHG One Rewards
loyalty programme and System Fund.
We engaged a PwC component audit
team in the US to carry out this audit.
We also instructed our US component
team to undertake specified procedures
over certain balances and transactions
in certain other US reporting units.
We engaged a second PwC component
audit team in India to undertake testing
of transactions processed by GFS
encompassing all reporting units within
GFS’s scope.
Where work was performed by
component auditors, we determined
the appropriate level of direction and
supervision we needed to have over
that audit work to ensure that we could
conclude that sufficient appropriate
audit evidence had been obtained
for the Group Financial Statements
as a whole. In addition to instructing
and reviewing the reporting from our
component audit teams, we conducted
file reviews and participated in key
meetings with local management.
We made site visits to the US and India
to meet with our component teams
and local management in person and
we supplemented these site visits
with regular dialogue with component
teams throughout the year.
The Group consolidation, Financial
Statement disclosures and certain
balances and transactions processed
centrally by management in the UK,
including certain Parent Company
balances and transactions that were
included in Group audit scope, were
audited by the Group audit team.
Taken together, the audit procedures
carried out by the Group and
component audit teams provided
coverage of 90% of the Group’s revenue,
85% of the Group’s statutory pro
fit
before tax and 78% of the Group’s pro
fit
before tax adjusted for exceptional items
and the System Fund. This provided the
evidence we needed for our opinion on
the Group Financial Statements taken
as a whole. This was before considering
the contribution to our audit evidence
from performing audit work at the Group
level, including disaggregated analytical
review procedures, which covered
certain of the Group’s smaller and lower
risk components that were not directly
included in our Group audit scope.
Our audit of the Parent Company
Financial Statements was undertaken
by the Group audit team and included
substantive procedures over all
material balances and transactions.
Key audit matter
How our audit addressed the key audit matter
Allocation of revenue and expenses to the System Fund (Group)
continued
System Fund revenues and expenses are excluded from the Group
result to determine operating profit
from reportable segments.
These allocation policies therefore impact a key reporting metric
used by the Group.
Refer to the accounting policies and to note 31 to the Group Financial
Statements for management’s disclosures.
Recognition of the UK deferred tax asset (Parent)
At 31 December 2024, the Parent Company, which is part of the UK
tax group, recognised a deferred tax asset of £44m (2023: £43m).
The asset largely represents brought forward revenue tax losses.
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 only recognised to the extent that it is
regarded as probable that there will be sufficient and suitable taxable
profits or de
ferred tax liabilities in the relevant legal entity or tax
group against which such assets can be utilised in the future. Tax
assumptions are overlaid to profit
forecasts to estimate the future
taxable profits. This process has demonstrated that the UK de
ferred
tax assets should reverse over a six to ten year period, with the lower
end of the range based on the Group’s base case forecast and the
upper end of the range based on the Group’s severe downside case
forecast. The losses do not expire, although they can only be offset
against 50% of annual UK taxable pro
fits. The potential downside
risks have been considered in the context of the UK deferred
tax asset recoverability assessment, without taking account of
opportunities or mitigating actions.
Refer to note 8 to the Group Financial Statements and note 5 to
the Parent Company Financial Statements for management’s
disclosures.
We evaluated and tested the design and operating effectiveness
of key controls in place over the recognition of deferred tax assets
and over the Group’s forecasting process.
Where recognition is supported by the availability of sufficient
probable taxable profits in
future periods against which brought
forward tax losses can be utilised, we evaluated the appropriateness
of the assumptions re
flected in the UK
forecasts, including assessing
the reasonableness of growth projections compared to historical
experience and industry data. As part of this assessment, we
benchmarked management’s estimates to third-party sources.
Where recognition is supported by the availability of sufficient probable
taxable profits in
future periods against which brought forward tax
losses can be utilised, we deployed tax specialists to assess the
appropriateness of tax overlay adjustments applied to the forecasts
by reference to applicable UK tax legislation and to assess whether
the UK deferred tax asset met the recognition criteria of IAS 12.
We assessed the reasonableness of the recovery period of six to ten
years. We assessed the consistency of the forecasts used to justify
the recognition of deferred tax assets to those used elsewhere in the
business, including for the going concern assessment and longer
term viability statement.
We assessed the appropriateness of the related disclosures in note 5 to
the Parent Company Financial Statements. Based on the procedures
performed, we noted no material issues arising from our work.
182
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Annual Report and Form 20-F 2024
The impact of climate risk on our audit
Management considers that there
are no climate-related estimates or
assumptions that have a material
impact on the Financial Statements.
We assessed that the key areas in
the Financial Statements which are
more likely to be materially impacted
by climate change are areas which
involve forecasting future cash
flows,
such as going concern, impairment
of certain assets and deferred tax
assets recognition.
We tailored our audit approach to
respond to the audit risks identified in
these areas. In particular, we:
Evaluated whether the impact of both
physical and transition risks arising due
to climate risk had been appropriately
reflected by management in the
estimates of the recoverable value
of the Group’s non-
financial assets
including the discounted cash
flows prepared by management
for
impairment assessment purposes; and
Checked whether the impact
of climate risk in the Directors’
assessments and disclosures related
to going concern, deferred tax
asset recoverability and viability
were consistent with management’s
climate impact assessment.
Considered the consistency of
the disclosures in relation to climate
change (including the disclosures
in the Task Force on Climate-related
Financial Disclosures (“TCFD”) section)
in the Annual Report with the Financial
Statements and with our knowledge
obtained from our audit.
Our procedures did not identify any
material impact in the context of our
audit of the Financial Statements as a
whole or on our key audit matters for
the year ended 31 December 2024.
Materiality
The scope of our audit was in
fluenced
by our application of materiality.
We set certain quantitative thresholds
for materiality. These, together with
qualitative considerations, helped us to
determine the scope of our audit and
the nature, timing and extent of our audit
procedures on the individual Financial
Statement line items and disclosures and
in evaluating the effect of misstatements,
both individually and in aggregate on
the Financial Statements as a whole.
Based on our professional judgement, we determined materiality for the
Financial Statements as a whole as follows:
For each component in the scope
of our Group audit, we allocated a
materiality that is less than our overall
Group materiality. The range of
materiality allocated across components
was $11 million to $45 million. Certain
components were audited to a local
statutory audit materiality that was also
less than our overall Group materiality.
We use performance materiality to reduce
to an appropriately low level the probability
that the aggregate of uncorrected and
undetected misstatements exceeds
overall materiality. Specifically, we use
performance materiality in determining
the scope of our audit and the nature
and extent of our testing of account
balances, classes of transactions and
disclosures, for example in determining
sample sizes. Our performance
materiality was 75% (2023: 75%) of overall
materiality, amounting to $34.5 million
(2023: $36.0 million) for the Group
Financial Statements and £14.7 million
(2023: £16.4 million) for the Parent
Company Financial Statements.
In determining the performance
materiality, we considered a number
of factors – the history of misstatements,
risk assessment and aggregation risk
and the effectiveness of controls – and
concluded that an amount at the upper
end of our normal range was appropriate.
We agreed with the Audit Committee
that we would report to them
misstatements identified during our
audit above $2.4 million (Group audit)
(2023: $2.4 million) and £0.9 million
(Parent Company audit) (2023: £1.0m)
as well as misstatements below those
amounts that, in our view, warranted
reporting for qualitative reasons.
Financial statements – Group
Financial statements – Parent company
Overall
materiality
$46.0 million (2023: $48.0 million).
£19.7 million (2023: £21.9 million).
How we
determined it
Approximately 5% of pro
fit be
fore tax
adjusted for exceptional items and
the System Fund result.
Approximately 1% of net assets.
Rationale for
benchmark
applied
The Group’s principal measure of
performance is operating pro
fit
from
reportable segments, which excludes
exceptional items and the System
Fund result, in order to present
results from operating activities on a
consistent basis and to exclude the
impact of the System Fund, which is
not managed to generate a surplus
or deficit
for the Group over the
longer term. We took this measure
into account in determining our
materiality as it is the metric against
which the performance of the
Group is most commonly assessed
by management and reported to
shareholders. From operating profit
from reportable segments, we
deducted net financial expenses
and fair value losses on contingent
purchase consideration to arrive at
adjusted profit be
fore tax. For the
year ended 31 December 2024, we 
also deducted System Fund interest.
InterContinental Hotels Group PLC is
the ultimate Parent Company which
holds the Group’s investments and
some of the Group’s bonds. The
strength of the balance sheet is
the key measure of
financial health
that is important to shareholders
since the primary concern for the
Parent Company is the payment of
dividends. We therefore considered
net assets to be an appropriate
benchmark.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
183
Independent Auditor’s UK Report
continued
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.
However, because not all future events
or conditions can be predicted, this
conclusion is not a guarantee as to the
Group’s and the Parent Company’s
ability to continue as a going concern.
In relation to the Directors’ 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.
Reporting on other information
The other information comprises all of
the information in the Annual Report
other than the Financial Statements
and our auditors’ report thereon.
The Directors are responsible for the
other information. Our opinion on the
Financial Statements does not cover
the other information and, accordingly,
we do not express an audit opinion
or, except to the extent otherwise
explicitly stated in this report, any form
of assurance thereon.
In connection with our audit of the
Financial Statements, 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 audit, or
otherwise appears to be materially
misstated. If we identify an apparent
material inconsistency or material
misstatement, we are required to perform
procedures to conclude whether there is
a material misstatement of the Financial
Statements or a material misstatement
of the other information. If, based on the
work we have performed, we conclude
that there is a material misstatement
of this other information, we are required
to report that fact. We have nothing
to report based on these responsibilities.
With respect to the Strategic report and
Directors’ Report, we also considered
whether the disclosures required by
the UK Companies Act 2006 have
been included.
Based on our work undertaken in the
course of the audit, the Companies
Act 2006 requires us also to report
certain opinions and matters as
described below.
Strategic Report and Directors’ Report
In our opinion, based on the work
undertaken in the course of the audit,
the information given in the Strategic
report and Directors’ Report for the year
ended 31 December 2024 is consistent
with the Financial Statements and has
been prepared in accordance with
applicable legal requirements.
In light of the knowledge and
understanding of the Group and Parent
Company and their environment
obtained in the course of the audit,
we did not identify any material
misstatements in the Strategic report
and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’
Remuneration Report to be audited has
been properly prepared in accordance
with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to
review the Directors’ statements in
relation to going concern, longer-
term viability and that part of the
corporate governance statement
relating to the Parent Company’s
compliance with the provisions of
the UK Corporate Governance Code
specified
for our review. Our additional
responsibilities with respect to the
corporate governance statement as
other information are described in
the Reporting on other information
section of this report.
Based on the work undertaken as part
of our audit, we have concluded that
each of the following elements of the
corporate governance statement,
included within the Statement of
compliance is materially consistent
with the Financial Statements and our
knowledge obtained during the audit,
and we have nothing material to add
or draw attention to in relation to:
The Directors’ confirmation that they
have carried out a robust assessment
of the emerging and principal risks;
The disclosures in the Annual Report
that describe those principal risks,
what procedures are in place to
identify emerging risks and an
explanation of how these are being
managed or mitigated;
Conclusions relating
to going concern
Our evaluation of the Directors’
assessment of the Group’s and the
Parent Company’s ability to continue
to adopt the going concern basis of
accounting included:
Evaluation and testing of key controls
over the Group’s budgeting process
and the assessment of going concern;
Evaluation of management’s Base
Case and Severe Downside Case
scenarios and reverse stress testing
calculations, understanding and
evaluating the key assumptions,
including assumptions related to
RevPAR growth;
Validation that the cash flow
forecasts
used to support management’s
impairment, deferred tax asset
recoverability, going concern and
viability assessments were consistent
and in line with the Group’s Board
approved plan;
Assessment of the historical
accuracy and reasonableness of
management’s forecasting;
Identification o
f RevPAR as the key
assumption inherent in management’s
cash flow
forecasts and validation of
this assumption to industry sources;
Consideration of the Group’s available
financing and debt maturity profile
and evaluation of the reasonableness
of management’s assumption that
bank facilities will remain undrawn
over the period of the going
concern assessment;
Testing of the mathematical integrity
of management’s models and liquidity
headroom, covenant compliance,
sensitivity and reverse stress
testing calculations;
Assessment of the reasonableness
of management’s planned or potential
mitigating actions;
Review of the related disclosures
in the Annual Report.
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’s and the Parent
Company’s ability to continue as a
going concern for a period of at least
twelve months from when the Financial
Statements are authorised for issue.
184
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Annual Report and Form 20-F 2024
The Directors’ statement in the
Financial Statements about whether
they considered it appropriate to
adopt the going concern basis of
accounting in preparing them, and
their identification o
f any material
uncertainties to the Group’s and
Parent Company’s ability to continue
to do so over a period of at least
twelve months from the date of
approval of the Financial Statements;
The Directors’ explanation as to their
assessment of the Group’s and Parent
Company’s prospects, the period
this assessment covers and why the
period is appropriate; and
The Directors’ statement as to whether
they have a reasonable expectation
that the Parent Company will be able
to continue in operation and meet
its liabilities as they fall due over the
period of its assessment, including any
related disclosures drawing attention
to any necessary qualifications
or assumptions.
Our review of the Directors’ statement
regarding the longer-term viability of
the Group and Parent Company was
substantially less in scope than an audit
and only consisted of making inquiries
and considering the Directors’ process
supporting their statement; checking
that the statement is in alignment
with the relevant provisions of the UK
Corporate Governance Code; and
considering whether the statement is
consistent with the Financial Statements
and our knowledge and understanding
of the Group and Parent Company
and their environment obtained in the
course of the audit.
In addition, 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 and our knowledge obtained
during the audit:
The Directors’ statement that they
consider the Annual Report, taken
as a whole, is fair, balanced and
understandable, and provides the
information necessary for the members
to assess the Group’s and Parent
Company’s position, performance,
business model and strategy;
The section of the Annual Report that
describes the review of effectiveness
of risk management and internal
control systems; and
The section of the Annual Report
describing the work of the
Audit Committee.
We have nothing to report in respect
of our responsibility to report when
the Directors’ statement relating to the
Parent Company’s compliance with
the Code does not properly disclose
a departure from a relevant provision
of the Code speci
fied under the Listing
Rules for review by the auditors.
Responsibilities for the Financial
Statements and the audit
Responsibilities of the directors
for the Financial Statements
As explained more fully in the Statement
of Directors’ Responsibilities, the Directors
are responsible for the preparation of the
Financial Statements in accordance with
the applicable framework and for being
satisfied that they give a true and
fair view.
The Directors are also responsible for
such internal control as they 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’s and the 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.
Auditors’ 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 auditors’
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.
Irregularities, including fraud, are
instances of non-compliance with laws
and regulations. We design procedures
in line with our responsibilities, outlined
above, to detect material misstatements
in respect of irregularities, including
fraud. The extent to which our
procedures are capable of detecting
irregularities, including fraud, is
detailed below.
Based on our understanding of the
Group and industry, we identified that
the principal risks of non-compliance
with laws and regulations related to the
failure to comply with employment laws
and regulations, and we considered the
extent to which non-compliance might
have a material effect on the Financial
Statements. We also considered those
laws and regulations that have a direct
impact on the Financial Statements such
as the Listing Rules, UK and overseas tax
legislation and the Companies Act 2006.
We evaluated management’s incentives
and opportunities for fraudulent
manipulation of the Financial Statements
(including the risk of override of controls),
and determined that the principal risks
were related to posting inappropriate
journal entries and management bias
in allocating revenues and expenses to
the System Fund and in accounting for
key estimates. The Group engagement
team shared this risk assessment
with the component auditors so that
they could include appropriate audit
procedures in response to such risks in
their work. Audit procedures performed
by the Group engagement team and/or
component auditors included:
Inquiries of management, internal audit
and the Group’s legal counsel, including
considerations of known or suspected
instances of non-compliance with
laws and regulations and fraud and the
results of management’s investigation
of such matters;
Review of correspondence
received, if any, from regulators and
consideration of the impact on our
audit and the disclosures made in
the Financial Statements;
Evaluation and testing of the
effectiveness of management’s
controls designed to prevent and
detect irregularities;
Assessment of matters reported on
the Group’s whistleblowing helpline
and the results of management’s
investigation of such matters;
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
185
Independent Auditor’s UK Report
continued
Use of this report
This report, including the opinions,
has been prepared for and only for the
Parent Company’s members as a body
in accordance with Chapter 3 of Part
16 of the Companies Act 2006 and for
no other purpose. We do not, in giving
these opinions, accept or assume
responsibility for any other purpose or
to any other person to whom this report
is shown or into whose hands it may
come save where expressly agreed by
our prior consent in writing.
Other required reporting
Companies Act 2006
exception reporting
Under the Companies Act 2006 we are
required to report to you if, in our opinion:
we have not obtained all the information
and explanations we require for our
audit; or
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
certain disclosures of Directors’
remuneration specified by law are
not made; 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.
We have no exceptions to report arising
from this responsibility.
Appointment
Following the recommendation of the
Audit Committee, we were appointed
by the members at the Annual General
Meeting on 7 May 2021 to audit the
Financial Statements for the year ended
31 December 2021 and subsequent
financial periods. The period o
f total
uninterrupted engagement is four years,
covering the years ended 31 December
2021 to 31 December 2024.
Other matters
The company is required by the Financial
Conduct Authority Disclosure Guidance
and Transparency Rules to include
these Financial Statements in an annual
financial report prepared under the
structured digital format required by DTR
4.1.15R – 4.1.18R and filed on the National
Storage Mechanism of the Financial
Conduct Authority. This auditors’ report
provides no assurance over whether
the structured digital format annual
financial report has been prepared in
accordance with those requirements.
Andrew Hammond (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Birmingham
17 February 2025
Identification and testing o
f signi
ficant
manual journal entries, in particular
any journal entries which resulted in an
increase to revenue from fee business
or from owned, leased and managed
lease hotels through unusual account
combinations and any journal entries
which resulted in a reduction to the
System Fund result; and
Challenging assumptions and
judgements made by management
in making significant accounting
estimates.
There are inherent limitations in the audit
procedures described above. We are
less likely to become aware of instances
of non-compliance with laws and
regulations that are not closely related
to events and transactions reflected in
the Financial Statements. Also, 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.
Our audit testing might include testing
complete populations of certain
transactions and balances, possibly
using data auditing techniques. However,
it typically involves selecting a limited
number of items for testing, rather than
testing complete populations. We will
often seek to target particular items
for testing based on their size or risk
characteristics. In other cases, we will
use audit sampling to enable us to draw
a conclusion about the population from
which the sample is selected.
A further description of our
responsibilities for the audit of the
financial statements is located on the
FRC’s website at:
www.frc.org.uk/
auditorsresponsibilities
. This description
forms part of our auditors’ report.
186
IHG
Annual Report and Form 20-F 2024
Report of Independent
Registered Public
Accounting Firm
To the Board of Directors and
Shareholders of InterContinental
Hotels Group PLC
Opinions on the Financial
Statements and Internal Control
over Financial Reporting
We have audited the accompanying
Group statements of
financial position
of InterContinental Hotels Group PLC
and its subsidiaries (the “Group”) as of
31 December 2024 and 2023 and the
related Group income statements and
Group statements of comprehensive
income, changes in equity and cash
flows
for each of the three years in
the period ended 31 December 2024,
including the accounting policies,
the related notes and Schedule 1:
condensed parent company financial
information, as of 31 December 2024
and 2023 and for each of the three
years in the period ended 31 December
2024, appearing on pages 304 to 307
(collectively referred to as the “Financial
Statements”). We also have audited the
Group’s internal control over financial
reporting as of 31 December 2024,
based on criteria established in Internal
Control – Integrated Framework (2013)
issued by the Committee of Sponsoring
Organizations of the Treadway
Commission (COSO).
In our opinion, the Financial Statements
referred to above present fairly, in all
material respects, the financial position
of the Group as of 31 December 2024
and 31 December 2023, and the results
of its operations and its cash
flows
for
each of the three years in the period
ended 31 December 2024 in conformity
with International Financial Reporting
Standards as issued by the International
Accounting Standards Board and
UK-adopted International Accounting
Standards. Also in our opinion, the
Group maintained, in all material
respects, effective internal control over
financial reporting as o
f 31 December
2024, based on criteria established in
Internal Control – Integrated Framework
(2013) issued by the COSO.
Basis for Opinions
The Group’s management is responsible
for these Financial Statements, for
maintaining effective internal control over
financial reporting, and
for its assessment
of the effectiveness of internal control
over financial reporting, included in
management’s report on internal control
over financial reporting on page 179.
Our responsibility is to express opinions
on the Financial Statements and on the
Group’s internal control over financial
reporting based on our audits. We are a
public accounting firm registered with the
Public Company Accounting Oversight
Board (United States) (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 audits to obtain reasonable
assurance about whether the Financial
Statements are free of material
misstatement, whether due to error
or fraud, and whether effective internal
control over financial reporting was
maintained in all material respects.
Our audits of the Financial Statements
included performing procedures to
assess the risks of material misstatement
of the 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
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 Financial Statements. Our audit of
internal control over financial reporting
included obtaining an understanding
of internal control over
financial
reporting, assessing the risk that a
material weakness exists, and testing
and evaluating the design and operating
effectiveness of internal control based
on the assessed risk. Our audits also
included performing such other
procedures as we considered necessary
in the circumstances. We believe that
our audits provide a reasonable basis
for our opinions.
Definition and Limitations o
f 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 (i) pertain
to the maintenance of records that, in
reasonable detail, accurately and fairly
reflect the transactions and dispositions
of the assets of the company; (ii) 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 authorizations of management
and directors of the company; and
(iii) provide reasonable assurance
regarding prevention or timely detection
of unauthorized 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.
Independent Auditor’s US Report
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
187
Critical Audit Matters
The critical audit matters communicated
below are matters arising from the
current period audit of the Financial
Statements that were communicated or
required to be communicated to the audit
committee and that (i) relate to accounts
or disclosures that are material to the
Financial Statements and (ii) involved
our especially challenging, subjective, or
complex judgments. The communication
of critical audit matters does not alter
in any way our opinion on the 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.
Breakage assumption used to
estimate IHG One Rewards loyalty
programme deferred revenue
As described in the Estimates section
of the Accounting policies and in Note 3
to the Financial Statements, deferred
revenue relating to the IHG One Rewards
loyalty programme was $1,653m as
of 31 December 2024. The loyalty
programme, IHG One Rewards, enables
members to earn points during each
qualifying stay at an IHG branded hotel
and through other partnerships and
programmes. Members are able to
consume those points at a later date
for free or reduced accommodation or
other benefits. The Group recognises
deferred revenue in an amount
that reflects the Group’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 the estimate of breakage
(points that will never be consumed).
On an annual basis, the Group engages
an external actuary who uses statistical
formulae to assist in the estimate of
breakage. If future member behaviour
deviates significantly
from expectations,
breakage estimates could increase
or decrease.
The principal considerations for
our determination that performing
procedures relating to the breakage
assumption used to estimate IHG One
Rewards loyalty programme deferred
revenue is a critical audit matter are (i) the
significant judgement and estimation by
management when projecting members’
future consumption activity; (ii) a high
degree of auditor judgement, subjectivity
and effort in performing procedures
and evaluating management’s breakage
assumption; and (iii) the audit effort
involved the use of professionals with
specialised skill and knowledge.
Addressing the matter involved
performing procedures and evaluating
audit evidence in connection with
forming our overall opinion on the
Financial Statements. These procedures
included testing the effectiveness of
controls relating to management’s
determination of the breakage
assumption. These procedures also
included, among others, (i) testing the
completeness and accuracy of the
data used by management’s specialist
in deriving the breakage assumption;
(ii) assessing the competence and
objectivity of management’s specialist;
(iii) involving professionals with
specialized skill and knowledge to assist
in evaluating the reasonableness of
management’s estimate by developing
an independent estimate of a reasonably
possible range for deferred revenue
based on independently determined
breakage assumptions; (iv) comparing
the deferred revenue balance with our
independently calculated range; and
(v) assessing the appropriateness of the
related disclosures including sensitivity
analysis in the Financial Statements.
Allocation of revenue and
expenses to the System Fund
As described in the System Fund and
other co-brand revenues section of
the Accounting policies, and Note 31
to the Financial Statements, System
Fund revenues and expenses were
$1,611m and $1,694m, respectively, as of
31 December 2024. The Group operates
a System Fund (the ‘Fund’) to collect
and administer cash assessments from
hotel owners for speci
fied purposes o
f
use including marketing, reservations,
certain hotel services and the Group’s
loyalty programme, IHG One Rewards.
The Fund is not managed to generate a
surplus or deficit
for IHG over the longer
term, but is managed for the bene
fit o
f
the IHG System with the objective of
driving revenues for the hotels in the
System. Services are provided by the
Fund and are funded by assessment
fees and costs are incurred and allocated
to the Fund in accordance with the
principles agreed with the IHG Owners
Association and ensuring appropriate
consistency of application. The Group
has entered into a new agreement
with its current issuing partner to
continue providing co-branded IHG
One Rewards credit cards in the US,
impacting the recognition of fees within
the System Fund. Judgement is required
in estimating stand-alone selling
prices of performance obligations
associated with the new co-branded
credit card agreement. From 1 January
2024, as agreed with the IHG Owners
Association, a portion of revenue relating
to the consumption of certain IHG One
Rewards points sold is reported within
fee business revenue, with the remaining
amount reported within System
Fund revenues.
Independent Auditor’s US Report
continued
188
IHG
Annual Report and Form 20-F 2024
The principal considerations for
our determination that performing
procedures relating to accounting
for System Fund and reimbursable
revenues and expenses is a critical audit
matter are (i) significant judgement
by management when developing
the Group’s internal policies in order
to apply the principles agreed with the
IHG Owners Association to expenses
incurred and a high degree of auditor
judgement, subjectivity, and effort in
performing procedures and assessing
the consistency of management’s
allocation of expenses to the System
Fund in line with the agreed principles; (ii)
significant judgement by management
when estimating stand-alone selling
prices associated with the new co-
branded credit card agreement and
a high degree of auditor judgement,
subjectivity, and effort in performing
procedures related to the determination
of stand-alone selling prices of
performance obligations associated
with the new co-branded credit card
agreement; (iii) significant judgement
by management when estimating
the IHG One Rewards deferred revenue
balance incorporating the impact of the
change agreed with the IHG Owners
Association and a high degree of auditor
judgement, subjectivity, and effort in
performing procedures and evaluating
management’s significant assumptions
incorporating the change agreed with
the IHG Owners Association related to
reporting of revenue associated with
certain IHG One Rewards points; and
(iv) the audit effort involved the use
of professionals with specialised skill
and knowledge.
with the IHG Owners Association, of a
reasonably possible range for deferred
revenue based on independently
determined breakage assumptions and
comparing management’s deferred
revenue balance with our independently
calculated range; and (v) evaluating
the reasonableness of a sample of
journal entries transferring expenses
to or revenues from the System Fund.
/s/PricewaterhouseCoopers LLP
Birmingham, United Kingdom
17 February 2025
We have served as the Group’s auditor since 2021.
Addressing the matter involved
performing procedures and evaluating
audit evidence in connection with
forming our overall opinion on the
Financial Statements. These procedures
included testing the effectiveness of
controls relating to the allocation of
expenses to the System Fund, the
estimation of stand-alone selling prices
of performance obligations associated
with the new co-branded credit card
agreement and the changes agreed with
the IHG Owners Association during the
year. These procedures also included,
among others, (i) understanding and
assessing the internal policies that
the Group has put in place in order to
consistently apply the principles agreed
with the IHG Owners Association to
expenses incurred; (ii) testing a sample
of expenses that had been allocated
to the System Fund to assess whether
they were in compliance with the
Group’s internal policies and consistent
with historical practice; (iii) testing
management’s process for determining
the stand-alone selling prices of
performance obligations associated
with the new co-branded credit card
agreement, involving professionals with
specialised skill and knowledge to assist
in evaluating the appropriateness of the
methodology and the reasonableness of
the assumptions used by management
and testing the completeness and
accuracy of the underlying data used
in the model; (iv) involving professionals
with specialised skill and knowledge to
assist in evaluating the reasonableness
of management’s loyalty deferred
revenue estimate by developing an
independent estimate, incorporating
the impact of the changes agreed
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
189
For the year ended 31 December 2024
Note
2024
$m
2023
$m
2022
$m
Revenue from fee business
3
1,774
1,672
1,434
Revenue from owned, leased and managed lease hotels
3
515
471
394
Revenue from insurance activities
3, 20
23
21
15
System Fund and reimbursable revenues
31
2,611
2,460
2,049
Total revenue
2
4,923
4,624
3,892
Cost of sales
(745)
(742)
(648)
System Fund and reimbursable expenses
31
(2,694)
(2,441)
(2,154)
Administrative expenses
(359)
(338)
(353)
Insurance expenses
20
(29)
(23)
(11)
Share of pro
fits/(losses) o
f associates and joint ventures
10
31
(59)
Other operating income
10
21
29
Depreciation and amortisation
2
(65)
(67)
(68)
Impairment (loss)/reversal on financial assets
(10)
1
(5)
Other net impairment reversals/(charges)
5
Operating profit
2
1,041
1,066
628
Operating profit analysed as:
Operating profit be
fore System Fund, reimbursables and exceptional items
1,124
1,019
828
System Fund and reimbursable result
(83)
19
(105)
Operating exceptional items
6
28
(95)
1,041
1,066
628
Financial income
7
63
39
22
Financial expenses
7
(203)
(91)
(118)
Fair value (losses)/gains on contingent purchase consideration
24
(4)
(4)
8
Profit be
fore tax
897
1,010
540
Tax
8
(269)
(260)
(164)
Profit
for the year
628
750
376
Attributable to:
Equity holders of the parent
628
750
375
Non-controlling interest
1
628
750
376
Earnings per ordinary share
10
Basic
389.6¢
443.8¢
207.2¢
Diluted
385.3¢
441.2¢
206.0¢
Accounting policies and notes on pages 197 to 256 form an integral part of these Group Financial Statements.
Group income statement
190
IHG
Annual Report and Form 20-F 2024
For the year ended 31 December 2024
2024
$m
2023
$m
2022
$m
Profit
for the year
628
750
376
Other comprehensive income/(loss)
Items that may be subsequently reclassified to profit or loss:
(Losses)/gains on cash flow hedges, including related tax charge o
f $11m
(2023: $nil, 2022: $2m credit)
(124)
(30)
35
(Losses)/gains on net investment hedges
(7)
15
(6)
Costs of hedging
(11)
3
Hedging losses/(gains) reclassified to financial expenses
165
28
(43)
Exchange gains/(losses) on retranslation of foreign operations,
including related tax charge of $2m (2023: $4m charge, 2022: $5m credit)
4
(137)
187
27
(124)
176
Items that will not be reclassified to profit or loss:
Gains/(losses) on equity instruments classified as
fair value through
other comprehensive income, including related tax of $nil
(2023: $1m charge, 2022: $2m credit)
2
(3)
1
Re-measurement gains/(losses) on defined benefit plans,
including related tax of $nil (2023: $nil, 2022: $6m charge)
4
(2)
15
6
(5)
16
Total other comprehensive income/(loss) for the year
33
(129)
192
Total comprehensive income for the year
661
621
568
Attributable to:
Equity holders of the parent
661
621
568
Non-controlling interest
661
621
568
Accounting policies and notes on pages 197 to 256 form an integral part of these Group Financial Statements.
Group statement of comprehensive income
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
191
Equity
share
capital
$m
Capital
redemption
reserve
$m
Shares
held by
employee
share trusts
$m
Other
reserves
$m
Fair
value
reserve
$m
Cash
flow
hedge
reserves
$m
Currency
translation
reserve
$m
Retained
earnings
$m
IHG
share-
holders’
equity
$m
Non-
controlling
interest
$m
Total
equity
$m
At 1 January 2024
141
14
(35)
(2,863)
23
(2)
376
396
(1,950)
4
(1,946)
Profit
for the year
628
628
628
Other comprehensive
income
Items that may be subsequently
reclassified to profit or loss:
Losses on cash flow hedges
(124)
(124)
(124)
Losses on net
investment hedges
(7)
(7)
(7)
Costs of hedging
(11)
(11)
(11)
Hedging losses reclassified
to financial expenses
165
165
165
Exchange gains on
retranslation of foreign
operations
4
4
4
30
(3)
27
27
Items that will not be
reclassified to profit or loss:
Gains on equity
instruments classified as
fair value through other
comprehensive income
2
2
2
Re-measurement gains
on defined benefit plans
4
4
4
2
4
6
6
Total other comprehensive
income for the year
2
30
(3)
4
33
33
Total comprehensive
income for the year
2
30
(3)
632
661
661
Repurchase of shares,
including taxes and
transaction costs
(2)
2
(812)
(812)
(812)
Purchase of own shares
by employee share trusts
(27)
(27)
(27)
Transfer of treasury shares
to employee share trusts
(33)
33
Release of own shares
by employee share trusts
31
(31)
Equity-settled share-based cost
(note 27)
60
60
60
Tax related to share schemes
15
15
15
Equity dividends paid (note 9)
(259)
(259)
(259)
Exchange adjustments
(2)
1
1
At 31 December 2024
137
16
(63)
(2,862)
25
28
373
34
(2,312)
4
(2,308)
All items within total comprehensive income are shown net of tax.
Accounting policies and notes on pages 197 to 256 form an integral part of these Group Financial Statements.
Group statement of changes in equity
192
IHG
Annual Report and Form 20-F 2024
Equity
share
capital
$m
Capital
redemption
reserve
$m
Shares
held by
employee
share trusts
$m
Other
reserves
$m
Fair
value
reserve
$m
Cash
flow
hedge
reserves
$m
Currency
translation
reserve
$m
Retained
earnings
$m
IHG
share-
holders’
equity
$m
Non-
controlling
interest
$m
Total
equity
$m
At 1 January 2023
137
10
(37)
(2,856)
26
498
607
(1,615)
7
(1,608)
Profit
for the year
750
750
750
Other comprehensive loss
Items that may be subsequently
reclassified to profit or loss:
Losses on cash flow hedges
(30)
(30)
(30)
Gains on net
investment hedges
15
15
15
Hedging losses reclassified
to financial expenses
28
28
28
Exchange losses on
retranslation of foreign
operations
(137)
(137)
(137)
(2)
(122)
(124)
(124)
Items that will not be
reclassified to profit or loss:
Losses on equity
instruments classified as
fair value through other
comprehensive income
(3)
(3)
(3)
Re-measurement losses
on defined benefit plans
(2)
(2)
(2)
(3)
(2)
(5)
(5)
Total other comprehensive
loss for the year
(3)
(2)
(122)
(2)
(129)
(129)
Total comprehensive
income for the year
(3)
(2)
(122)
748
621
621
Repurchase of shares,
including taxes and
transaction costs
(3)
3
(765)
(765)
(765)
Purchase of own shares
by employee share trusts
(8)
(8)
(8)
Transfer of treasury shares
to employee share trusts
(21)
21
Release of own shares
by employee share trusts
32
(32)
Equity-settled share-based cost
(note 27)
51
51
51
Tax related to share schemes
11
11
11
Equity dividends paid (note 9)
(245)
(245)
(3)
(248)
Exchange adjustments
7
1
(1)
(7)
At 31 December 2023
141
14
(35)
(2,863)
23
(2)
376
396
(1,950)
4
(1,946)
All items within total comprehensive income are shown net of tax.
Accounting policies and notes on pages 197 to 256 form an integral part of these Group Financial Statements.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
193
Equity
share
capital
$m
Capital
redemption
reserve
$m
Shares
held by
employee
share trusts
$m
Other
reserves
$m
Fair
value
reserve
$m
Cash
flow
hedge
reserves
$m
Currency
translation
reserve
$m
Retained
earnings
$m
IHG
share-
holders’
equity
$m
Non-
controlling
interest
$m
Total
equity
$m
At 1 January 2022
154
10
(22)
(2,873)
25
5
316
904
(1,481)
7
(1,474)
Profit
for the year
375
375
1
376
Other comprehensive
income
Items that may be subsequently
reclassified to profit or loss:
Gains on cash flow hedges
35
35
35
Losses on net
investment hedges
(6)
(6)
(6)
Costs of hedging
3
3
3
Hedging gains reclassified
to financial expenses
(43)
(43)
(43)
Exchange gains on
retranslation of foreign
operations
188
188
(1)
187
(5)
182
177
(1)
176
Items that will not be
reclassified to profit or loss:
Gains on equity
instruments classified as
fair value through other
comprehensive income
1
1
1
Re-measurement gains
on defined benefit plans
15
15
15
1
15
16
16
Total other comprehensive
income for the year
1
(5)
182
15
193
(1)
192
Total comprehensive
income for the year
1
(5)
182
390
568
568
Repurchase of shares,
including taxes and
transaction costs
(1)
1
(513)
(513)
(513)
Purchase of own shares
by employee share trusts
(1)
(1)
(1)
Transfer of treasury shares
to employee share trusts
(26)
26
Release of own shares
by employee share trusts
12
(12)
Equity-settled share-based cost
(note 27)
44
44
44
Tax related to share schemes
1
1
1
Equity dividends paid (note 9)
(233)
(233)
(233)
Exchange adjustments
(16)
(1)
17
At 31 December 2022
137
10
(37)
(2,856)
26
498
607
(1,615)
7
(1,608)
All items within total comprehensive income are shown net of tax.
Accounting policies and notes on pages 197 to 256 form an integral part of these Group Financial Statements.
Group statement of changes in equity
continued
194
IHG
Annual Report and Form 20-F 2024
31 December 2024
Note
2024
$m
2023
$m
ASSETS
Goodwill and other intangible assets
11
1,042
1,099
Property, plant and equipment
12
146
153
Right-of-use assets
13
276
273
Investment in associates and joint ventures
14
51
48
Retirement benefit assets
26
3
3
Other financial assets
15
212
185
Derivative financial instruments
23
4
20
Deferred compensation plan investments
286
250
Non-current other receivables
16
35
13
Deferred tax assets
8
122
134
Contract costs
3
90
82
Contract assets
3
612
424
Total non-current assets
2,879
2,684
Inventories
4
5
Trade and other receivables
16
785
740
Current tax receivable
22
15
Other financial assets
15
7
7
Cash and cash equivalents
17
1,008
1,322
Contract costs
3
5
5
Contract assets
3
38
35
Total current assets
1,869
2,129
Total assets
4,748
4,813
LIABILITIES
Loans and other borrowings
21
(398)
(599)
Lease liabilities
13
(26)
(30)
Derivative financial instruments
23
(25)
Trade and other payables
18
(650)
(711)
Deferred revenue
3
(766)
(752)
Provisions
19
(22)
(10)
Insurance liabilities
20
(14)
(12)
Current tax payable
(52)
(51)
Total current liabilities
(1,928)
(2,190)
Loans and other borrowings
21
(2,876)
(2,567)
Lease liabilities
13
(388)
(396)
Derivative financial instruments
23
(78)
Retirement benefit obligations
26
(68)
(66)
Deferred compensation plan liabilities
(286)
(250)
Trade and other payables
18
(78)
(75)
Deferred revenue
3
(1,294)
(1,096)
Provisions
19
(17)
(26)
Insurance liabilities
20
(25)
(25)
Deferred tax liabilities
8
(18)
(68)
Total non-current liabilities
(5,128)
(4,569)
Total liabilities
(7,056)
(6,759)
Net liabilities
(2,308)
(1,946)
EQUITY
IHG shareholders’ equity
(2,312)
(1,950)
Non-controlling interest
4
4
Total equity
(2,308)
(1,946)
The Group Financial Statements were approved by the Board on 17 February 2025 and were signed on its behalf by
Michael Glover,
Michael Glover
17 February 2025
Accounting policies and notes on pages 197 to 256 form an integral part of these Group Financial Statements.
Group statement of
financial position
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
195
For the year ended 31 December 2024
Note
2024
$m
2023
$m
2022
$m
Profit
for the year
628
750
376
Adjustments reconciling profit
for the year to cash
flow
from operations
25
521
469
585
Cash flow
from operations
1,149
1,219
961
Interest paid
(170)
(119)
(126)
Interest received
57
36
22
Deferred purchase consideration paid
24
(3)
Tax paid
8
(309)
(243)
(211)
Net cash from operating activities
724
893
646
Cash flow
from investing activities
Purchase of property, plant and equipment
(29)
(28)
(54)
Purchase of intangible assets
(49)
(54)
(45)
Investment in associates and joint ventures
(6)
(3)
(1)
Investment in other financial assets
(32)
(60)
Deferred purchase consideration paid
24
(10)
Disposal of property, plant and equipment
9
3
Repayments of other
financial assets
11
8
13
Finance lease receipts
4
Other investing cash flows
3
6
Net cash from investing activities
(99)
(137)
(78)
Cash flow
from
financing activities
Repurchase of shares, including taxes and transaction costs
28
(804)
(790)
(482)
Purchase of own shares by employee share trusts
(27)
(8)
(1)
Dividends paid to shareholders
9
(259)
(245)
(233)
Dividend paid to non-controlling interest
(3)
Issue of long-term bonds, including effect of currency swaps
22
834
657
Repayment of long-term bonds
22
(547)
(209)
Settlement of currency swaps
22
(45)
Principal element of lease payments
22
(46)
(28)
(36)
Net cash from
financing activities
(894)
(417)
(961)
Net movement in cash and cash equivalents in the year
(269)
339
(393)
Cash and cash equivalents at beginning of the year
17
1,278
921
1,391
Exchange rate effects
(18)
18
(77)
Cash and cash equivalents at end of the year
17
991
1,278
921
Accounting policies and notes on pages 197 to 256 form an integral part of these Group Financial Statements.
Group statement of cash
flows
196
IHG
Annual Report and Form 20-F 2024
 
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
197
Report
Governance
Statements
Financial Statements
Information
General information
The Consolidated Financial Statements
of InterContinental Hotels Group PLC
(the ‘Group’ or ‘IHG’) for the year ended
31 December 2024 were authorised for
issue in accordance with a resolution
of the Directors on 17 February 2025.
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 UK-adopted
international accounting standards and
with applicable law and regulations,
including the Companies Act 2006, and
with International Financial Reporting
Standards (‘IFRSs’) as issued by the
International Accounting Standards
Board (‘IASB’). UK-adopted international
accounting standards 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 period to 30 June 2026 has
been used to complete the going
concern assessment.
In adopting the going concern basis
for preparing the Group
financial
statements, the Directors have
considered a ‘Base Case’ scenario,
as prepared by management, which
assumes Global RevPAR in 2025 and
2026 continues to grow in line with
market expectations in each of our
regions. The assumptions applied in
the Base Case scenario are consistent
with those used for Group planning
purposes, for impairment testing
(impairment tests adjusted for factors
specific to individual properties
or portfolios) and for assessing
recoverability of deferred tax assets.
The Directors have also reviewed a
‘Severe Downside Case’ which is based
on a severe but plausible scenario
equivalent to the market conditions
experienced through the 2008/2009
global financial crisis. This assumes that
trading performance during 2025 starts
to worsen and then RevPAR decreases
significantly by 17% in 2026.
A large number of the Group’s principal
risks would result in an impact on
RevPAR, which is one of the sensitivities
assessed against the headroom
available in the Base Case and Severe
Downside Case scenarios. Climate risks
are not considered to have a significant
impact over the period of assessment.
Other principal risks that could result
in a large one-off incident that has
a material impact on cash flow have
also been considered, for example
a cybersecurity event.
The final one-year extension to the
Group’s revolving credit facility of
$1,350m was exercised in April 2024
and the facility now matures in 2029.
The Group’s key covenant requires net
debt:EBITDA below 4.0x. See note 23
for additional information. In September
2024 the Group issued a €750m bond.
The only debt maturity in the period
under consideration is the £300m bond
in August 2025. The Base Case assumes
new funding is completed in 2025 and
2026 for re
financing purposes, however
no additional funding is modelled in
the Severe Downside Case.
Under the Base Case and Severe
Downside Case, bank covenants are
not breached and there is significant
headroom to the covenants to absorb
multiple additional risks and uncertainties.
The Directors also reviewed a number of
actions that could be taken, if required,
to reduce discretionary spend, creating
substantial additional headroom to
the covenants.
The Directors reviewed a reverse
stress test scenario to determine what
decrease in RevPAR would create a
breach of the covenants. The Directors
concluded that it was very unlikely that
a single risk or combination of the risks
considered could create the sustained
RevPAR impact required, except for a
significant global event.
Having reviewed these scenarios, the
Directors have a reasonable expectation
that the Group has sufficient resources to
continue operating until at least 30 June
2026. Accordingly, they continue to adopt
the going concern basis in preparing
the financial statements.
Presentational currency
The Consolidated Financial Statements
are presented in millions of US dollars
reflecting the profile o
f the Group’s
revenue and operating 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
relevant rate of exchange on the
last day of the period; the resultant
exchange differences are recorded
in other reserves.
The functional currency of the 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
intercompany 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.
Accounting policies
 
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Accounting policies
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Judgements
System Fund
The Group operates a System Fund
(the ‘Fund’) to collect and administer
cash assessments from hotel owners
for speci
fied purposes o
f use including
marketing, reservations, certain hotel
services and the Group’s loyalty
programme, IHG One Rewards.
Assessments are generally levied as
a percentage of hotel revenues but
may also be volume-based or fixed
monthly fees.
The Fund is not managed to generate a
surplus or deficit
for IHG over the longer
term, but is managed for the bene
fit
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 significant
estimates and assumptions are
used as 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 loyalty programme, IHG One
Rewards, enables members to earn
points during each qualifying stay at
an IHG branded hotel and through
other partnerships and programmes.
Members are able to consume
those points at a later date for free or
reduced accommodation or other
benefits. Points revenue includes hotel
assessments, revenue from third-party
partners and proceeds from points
purchased directly by members.
The Group recognises deferred
revenue in an amount that reflects IHG’s
unsatisfied per
formance obligations,
valued at the stand-alone selling price
of the future bene
fit to the member.
The amount of revenue recognised
and deferred is impacted by ‘breakage’
(points that will never be consumed).
On an annual basis the Group engages
an external actuary who uses statistical
formulae to assist in the estimate
of breakage.
Significant estimation uncertainty
exists in projecting members’ future
consumption activity. If future member
behaviour deviates significantly
from
expectations, breakage estimates could
increase or decrease.
At 31 December 2024, deferred revenue
relating to the loyalty programme was
$1,653m (2023: $1,529m, 2022: $1,411m).
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 the deferred
revenue liability by $86m and would
correspondingly impact the value
of System Fund and reimbursable
revenues recognised.
Material accounting policies
Basis of consolidation
The Consolidated Financial Statements
comprise the financial statements o
f 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
Within the Group’s subsidiaries,
transactions in foreign currencies are
translated to the subsidiary’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 subsidiary’s functional
currency at the relevant rates of exchange
ruling on the last day of the period.
On consolidation:
The assets and liabilities of foreign
operations of the Group’s subsidiaries
with a functional currency other
than US dollars 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 each month of the
reporting period. The Group treats
specific intercompany loan balances,
which are not intended to be repaid
in the foreseeable future, as part of
its net investment. The exchange
differences arising on retranslation
are taken to the currency translation
reserve; and
Exchange differences arising from
the translation of instruments that
are designated as a hedge against
a net investment in a foreign
operation are taken 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 as part of the
gain or loss on disposal.
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
Strategic
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Financial Statements
Information
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 agreement.
Under franchise and management
agreements, the Group agrees to maintain
and develop certain aspects of the
technology ecosystem benefitting hotels,
in exchange for a monthly technology fee
based on either gross rooms revenues
or the number of rooms in the hotel.
The technology fee 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 the 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 Group’s assessment of the stage
of completion of the project, based on
the latest expectation of hotel opening
date and its knowledge and experience
of the pattern of work performed on
comparable projects.
The Group has applied the practical
expedient in IFRS 15 not to disclose the
aggregate amount of the transaction
price allocated to performance
obligations that are unsatisfied or
partially unsatisfied as at the end o
f 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).
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 agreement.
In limited cases, loans can be provided
to an owner, in such cases the initial
credit risk will be low. The difference,
if any, between the face and market
value of the loan on inception is
recognised as a contract asset.
In limited cases, the Group may provide
performance guarantees to hotel owners.
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 agreement.
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.
Deferred revenue
Deferred revenue is recognised when
payment is received before the related
performance obligation is satis
fied.
Revenue is also deferred when key
money is committed and is highly likely
to be paid. The annual revenue deferral
is equal to the reduction to revenue
that would arise if the key money
were paid at inception of the contract.
When payment is made, a net contract
asset is recorded which is amortised
over the remaining initial term of
the agreement.
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
agreement. 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 with
reference to the future expected cash
flows
from the contract.
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 in the Group statement of
financial position. They are recognised
as revenue along with any balancing
payment from the guest when the
associated stay occurs.
System Fund and
reimbursable revenues
System Fund and other co-brand revenues
The Group operates the Fund
to collect and administer cash
assessments from hotel owners for
specified purposes o
f use including
marketing, reservations, certain
hotel services and IHG One Rewards.
The Fund also benefits
from certain
proceeds from the sale of loyalty
points under third-party co-branding
arrangements and the sale of points
directly to members and other third
parties. The Fund is not managed to
generate a surplus or deficit
for IHG
over the longer term, but is managed
for the bene
fit o
f the IHG System with
the objective of driving revenues for
the hotels in the System.
The growth in the IHG One Rewards
programme means that, although
assessments are received from hotels up
front when a member earns points, more
revenue is deferred each year than is
recognised in the Fund. This can lead to
accounting losses in the Fund each year
as the deferred revenue balance grows.
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 and
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Accounting policies
continued
ensuring appropriate consistency of
application. The Group acts as principal
in the provision of most services as the
related expenses primarily comprise
payroll and marketing expenses under
contracts entered into by the Group.
Assessment fees from hotel owners
are generally levied as a percentage of
hotel revenues, but may also be volume-
based or fixed monthly
fees, and are
recognised at the point the Group is
entitled to raise the invoice.
Certain travel agency commission and
other revenues within the Fund are
recognised on a net basis, where it has
been determined that IHG is acting
as agent.
In respect of IHG One Rewards, the
performance obligations are to arrange
for the provision of future bene
fits to
members on consumption of previously
earned reward points and Milestone
Rewards. Points are exchanged for
reward nights at an IHG hotel or
other goods or services provided
by third parties. Milestone Rewards
comprise points or other benefits
such as upgrades and food and
beverage vouchers.
Under its franchise and management
agreements, IHG receives assessment
fees based on total qualifying hotel
revenue from IHG One Rewards
members’ hotel stays.
The Group’s performance obligation
is not satisfied in
full until the member
has consumed the relevant benefits.
Accordingly, loyalty assessments are
allocated between points and Milestone
Rewards and deferred in an amount
that reflects the stand-alone selling price
of the future bene
fit to the member.
From 1 January 2024, as agreed
with the IHG Owners Association,
a portion of revenue relating to the
consumption of certain points sold is
reported within fee business revenue,
with the remaining amount reported
within System Fund and reimbursable
revenues. Revenue relating to points
earned at hotels continues to be
reported within System Fund and
reimbursable revenues.
Revenue is impacted by a ‘breakage’
estimate of the bene
fits 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.
As materially all of the awards 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 certi
ficates;
b) Providing the co-brand partners with
access to our loyalty programme and
customer base, and rights to use our
brands; and
c) Marketing services.
Revenue from a) is reported within
System Fund and reimbursable revenues
and revenue from b) is reported within
fee business revenue. Revenue from c) is
recognised in either fee business revenue
or System Fund and reimbursable
revenues depending on the nature of
marketing services performed.
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 obligations
are satisfied. Revenue relating to points
and free night certi
ficates 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 certi
ficates
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.
Reimbursable revenues
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.
Segmental information
The Group has four reportable segments
reflecting its geographical regions
(Americas, EMEAA, Greater China) and
its Central functions.
Central functions include technology,
sales and marketing, finance, human
resources, corporate services and
insurance results. Central revenue arises
principally from technology fee income
and ancillary revenues including co-brand
licensing fees and, from 2024, a portion
of revenue from the consumption of
certain IHG One Rewards points.
No operating segments are 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 managed to
generate a profit or loss
for IHG over the
longer term and cost reimbursements
do not impact in-year profit or loss.
System Fund and reimbursable revenues
and results are therefore not regularly
reviewed by the Chief Operating
Decision Maker (‘CODM’) and do not
constitute an operating segment under
IFRS 8 ‘Operating Segments’.
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Financial Statements
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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,
reimbursables and exceptional items.
Group financing activities,
fair value
gains or losses on contingent purchase
consideration and income taxes are
managed on a Group basis and are
not allocated to reportable segments.
Financial income and expenses
Financial income and expenses
include income and charges on the
Group’s financial assets and liabilities
and related hedging instruments, and
foreign exchange gains and losses
primarily related to the Group’s internal
funding structure.
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 Group 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.
Exceptional items
The Group discloses certain
financial in
formation both including
and excluding exceptional items.
The presentation of information
excluding exceptional items allows a
better understanding of the underlying
trading performance and trends of the
Group and its reportable segments.
It also provides consistency with the
Group’s internal management reporting.
In determining whether an event or
transaction is exceptional, quantitative
and qualitative factors are considered.
Exceptional items are identified by virtue
of their size, nature or incidence, with
consideration given to consistency of
treatment with prior years and between
gains and losses.
The tax effect of exceptional items is
also presented as exceptional.
Examples of exceptional items include,
but are not restricted to, gains and losses
on the disposal of assets, impairment
charges and reversals, the costs of
individually significant legal cases or
commercial disputes and reorganisation
costs. All exceptional items are subject
to review by the Audit Committee.
Earnings per share
Basic earnings per ordinary share is
calculated by dividing the profit
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 earnings per ordinary share is
calculated by adjusting basic earnings
per ordinary share to reflect the notional
exercise of the weighted average
number of dilutive ordinary share
awards outstanding during the year.
Where the effect of the notional exercise
of outstanding ordinary share awards is
anti-dilutive, these are excluded from the
diluted earnings per share calculation.
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 205
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 profit.
Deferred purchase consideration
is subsequently measured at
amortised cost and the effect of
unwinding the discount is recorded
in financial expenses.
Payments of contingent and deferred
purchase consideration reduce the
respective liabilities. In respect of
contingent purchase consideration,
the portion of each payment relating
to its original estimate of fair value 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 operating activities. In respect
of deferred purchase consideration, the
cash paid in excess of the initial fair value
is reported within interest paid, and the
remainder is reported within cash flows
from investing activities.
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. Brands are
tested for impairment at least annually
if determined to have inde
finite lives.
The costs of developing internally
generated brands are expensed
as incurred.
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Accounting policies
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Management agreements
Management agreements acquired
as part of a business combination
are initially recognised at the fair
value attributed to those contracts
on acquisition and are subsequently
amortised on a straight-line basis
over the term of the agreements,
including any extension periods at
the Group’s option.
Software
Internally generated software
development costs are capitalised 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.
Amounts capitalised typically include
internal and third-party labour and
consultancy costs. Costs incurred
before the above criteria are satis
fied
in the research phase are expensed.
In addition, configuration and
customisation costs relating to cloud
computing arrangements are expensed.
Following initial recognition, the asset
is carried at cost less any accumulated
amortisation and 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 seven
to 10 years (see page 224).
Property, plant and equipment
Property, plant and equipment are
stated at cost less depreciation and
any accumulated 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.
Where the Group holds land or other
property which it intends to occupy
and provide hotel services, either as
owner or manager, it is classified as
property, plant and equipment.
Leases
The Group as lessee
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-o
f-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.
A lease liability is recorded when the
leased asset is available for use by the
Group and 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 (initially measured using the
index or rate at commencement),
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 o
f interest and
reduced for lease payments made.
The carrying amount of lease liabilities
is re-measured if there is a modi
fication,
a change in the lease term or a change
in lease payments as a result of a rent
review or change in the relevant index
or rate.
Variable lease payments are payable
under certain of the Group’s hotel leases
and arise where the Group is committed
to making lease payments that are
contingent on the performance of these
hotels. Such 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.
Payments and receipts 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.
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The Group as lessor
Leases, including subleases, for which
the Group is a lessor are classified
as finance or operating leases.
Whenever the terms of the lease transfer
substantially all the risks and rewards
of ownership to the lessee, the lease is
classified as a finance lease. All other
leases are classified as operating leases.
Where a leased property earns rentals
under an operating sublease outside
of the normal course of business, the
Group’s interest in the lease is classified
as an investment property within right-
of-use assets; these are subsequently
measured under the cost model.
When the lease is classified as an
operating lease, rental income arising
is accounted for on a straight-line basis
in the Group income statement.
When the lease is classified as a finance
lease, the Group’s interest in the lease
is derecognised and is replaced by a
finance lease receivable. Any difference
between those amounts is recognised
in the Group income statement.
Finance lease receivables are presented
within other receivables and are initially
measured at the present value of lease
payments receivable under the sublease
plus any initial direct costs. Finance lease
interest is recognised within financial
income in the Group income statement.
Receipts are presented as follows in the
Group statement of cash
flows:
Receipts from operating leases are
presented within cash flows
from
operating activities; and
Receipts of principal from
finance
leases are presented within cash flows
from investing 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. This includes
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 pro
fits
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 signi
ficant 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 inflows are allocated
to the cash-generating unit (‘CGU’), or
group of CGUs, to which they belong.
For impairment testing of owned and
leased hotel properties, each hotel is
deemed to be a CGU.
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, including the effect o
f in
flation,
discounted to their present value using
a pre-tax nominal discount rate that
reflects current market assessments o
f
the time value of money and the risks
specific to the asset.
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 signi
ficant
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 or amortisation, had
no impairment loss been recognised
for the asset in prior years.
Impairment losses, and any subsequent
reversals, are recognised in the Group
income statement.
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 pro
fit 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. With the exception of trade
receivables, 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, for example trade
deposits and loans where the borrower
is in financial difficulty or has not met
repayments as they fall due, provision
is made for credit losses expected over
the remaining life of the asset.
204
IHG
Annual Report and Form 20-F 2024
Accounting policies
continued
The Group has elected to irrevocably
designate equity investments as FVOCI
as they mainly comprise strategic
investments in entities that own hotels
which the Group manages. Changes in
their value are recognised within gains or
losses on equity instruments classified
as FVOCI in the Group statement of
comprehensive income and are never
recycled to the Group income statement.
On disposal, any related balance within
the fair value reserve is reclassi
fied
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
an impairment assessment.
Financial assets not meeting the
above criteria are measured at FVTPL.
These include money market funds,
investments which do not meet the
definition o
f equity and other
financial
assets which do not meet the criteria
to be measured at amortised cost
or FVOCI.
Trade receivables
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, technology fees and revenues
from owned, leased and managed lease
hotels, the invoice is typically issued as
the related performance obligations are
satisfied, as described on pages 198
and 199. Trade receivables typically do
not bear interest and are generally on
payment terms of up to 30 days.
Trade receivables are initially recognised
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. Where the
historical experience is not relevant to
defined owner groups,
for example those
in financial distress, li
fetime expected
credit losses are calculated by reference
to recent credit loss experience for that
specific population.
Trade receivables are written off once
determined to be uncollectable.
Cash and cash equivalents
Cash comprises cash on hand and
demand deposits.
Cash and cash equivalents comprise
short-term deposits, money market
funds and repurchase agreements
that are readily convertible to a known
amount of cash and are subject to an
insignificant risk o
f changes in value.
They generally have an original maturity
of three months or less.
Cash and cash equivalents may include
amounts which are subject to regulatory
or other contractual restrictions and
are not available for general use by
the Group.
Cash balances are classified as other
financial assets when the Group is not
able to freely access the funds because
they are subject to a specific charge
or other restrictions.
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.
Derivative financial instruments
and hedging
Derivatives are initially recognised and
subsequently measured at fair value.
The subsequent accounting treatment
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 Group
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.
Within the Group statement of cash
flows, interest paid includes interest paid
on the Group’s bonds and 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 cash flow hedge reserves 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 the relevant foreign
operation is disposed, at which point
they are reclassified to the Group
income statement as part of the gain
or loss on disposal.
Financial guarantee contracts
In limited cases, the Group may
guarantee part of mortgage loans
made to facilitate third-party ownership
of hotels under IHG management or
franchise arrangements. The Group has
elected to apply the requirements of
IFRS 9 ‘Financial Instruments’ to these
arrangements. Financial guarantee
contracts are initially recognised at fair
value and subsequently measured at
the higher of the amount calculated
under the Group’s expected credit
loss model and any amount initially
recognised less cumulative amounts
recognised in accordance with the
Group’s revenue recognition policy.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
205
Report
Governance
Statements
Financial Statements
Information
The carrying value of 
financial
guarantee liabilities is immaterial for
all periods presented.
Fair value measurement
The Group measures each of
the following at fair value on a
recurring basis:
Financial assets and liabilities
measured 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.
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 24.
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 i
f 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.
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.
The calculation of the Group’s current
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 audits may
take a number of years to conclude.
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, in accordance
with IFRIC 23 ‘Uncertainty over
Income Tax Treatments’, representing
the Group’s view of the most likely
outcome or, where multiple issues are
considered likely to be settled together,
the probability weighted amounts of
the range of possible outcomes.
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.
Deferred tax
Deferred tax assets and liabilities arise
and are generally recognised in respect
of temporary differences between the
tax base and carrying value of assets
and liabilities.
Deferred tax is calculated at the tax
rates that are expected to apply in the
periods in which the asset is released
or the liability will be settled, based
on tax rates and laws enacted or
substantively enacted at the end of
the reporting period.
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 only recognised to the extent
that it is regarded as probable that
there will be sufficient and suitable
taxable profits or de
ferred 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 pro
fits are considered
by assessing estimated future cash
flows, consistent with those disclosed
on page 197 within ‘Going concern’.
Tax assumptions are overlaid to these
profit
forecasts to estimate the future
taxable profits.
Deferred tax is not provided on
temporary differences arising on
investments in subsidiaries where the
Group is able to control the timing of
the reversal and it is probable that the
temporary difference will not reverse
in the foreseeable future.
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 in the Group statement
of 
financial position.
206
IHG
Annual Report and Form 20-F 2024
Accounting policies
continued
The Group has applied the exception to
recognising and disclosing information
about deferred tax assets and liabilities
related to Pillar Two income taxes.
Retirement benefits
Defined contribution plans
Payments to defined contribution plans
are charged to the Group income
statement as they fall due.
Defined benefit plans
Plan assets are measured at fair value
and 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 difference between
the value of plan assets and liabilities at
the period-end date is the amount of
surplus or deficit recorded in the Group
statement of
financial position as an
asset or liability. An asset is recognised
when the employer has an unconditional
right to use the surplus at some point
during the life of the plan or on its
wind-up.
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
net defined benefit asset or liability,
after any asset restriction.
Re-measurements comprise actuarial
gains and losses, the return on plan
assets and changes in the amount of
any asset restrictions. Actuarial gains
and losses 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.
Deferred compensation plan
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 related assets
and liabilities are recognised in the
Group statement of
financial position.
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.
Share-based payments
The cost of equity-settled share-based
payment 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 share-based
payment transactions is recognised,
together with a corresponding increase
in equity, over the period in which any
performance or service conditions are
ful
filled, ending on the date on which
the relevant employees become fully
entitled to the award (vesting date).
The Group income statement charge
represents the movement in cumulative
expense recognised at the beginning
and end of that year. 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.
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. No amounts
are currently discounted.
Commercial litigation and disputes
A 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 or arbitration process.
Self insurance reserves
The Group holds insurance policies
with third-party insurers against certain
risks relating to its corporate operations
and owned and leased properties.
Certain risks are reinsured through the
Group’s captive insurance company
(the ‘Captive’), SCH Insurance Company.
This reduces the cost of insurance to
the Group.
For both the Group’s self insurance
provisions and its external insurance
obligations, in addition to the Captive
obtaining regulatory approval, each line
of insurance is subject to review and
approval by the Insurance Executive
Sub-Committee. The level of retained
risk and expected loss is reviewed
annually to balance the level of risk
against external risk transfer costs.
Insurance reserves are held principally in
the Captive. They are established using
independent actuarial assessments,
which reflect current expectations o
f the
future economic outlook, or are based
on past claims experience provided
by third parties.
Amounts utilised are principally paid to
third-party insurers or dedicated claims
handlers for subsequent settlement
with the claimant.
Insurance
The Group’s insurance reserves relating
to managed hotels are included in
the Group statement of
financial
position as insurance liabilities.
Insurance liabilities include both claims
which are incurred but not reported
(‘IBNR’) and those reported but not
yet settled. Reserves are established
using IFRS 17’s premium allocation
approach, as all policies have a duration
of 12 months or less, and incorporate
independent actuarial assessments
which reflect current expectations
of the future economic outlook and
past claims experience.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
207
Report
Governance
Statements
Financial Statements
Information
The Group assesses other arrangements
with guarantees and similar features
to determine whether an insurance
contract exists. No material contracts
have been identified to date.
Insurance revenue and insurance
expenses are presented separately
within the Group income statement.
Insurance revenue comprises
reinsurance premiums which are
recognised over the period of coverage;
insurance expenses comprise the cost
of claims and associated expenses.
The effect of discounting is immaterial.
In order to protect certain third-party
insurers against the solvency risk
of the Captive, the Group obtains
stand-by letters of credit (‘SBLCs’)
from various banks with a total value
of $84m (2023: $68m). Other Group
companies indemnify the banks against
losses under these SBLCs, however
this represents a secondary guarantee
of the Group’s obligations which are
already recorded on the statement of
financial position, either as insurance
liabilities under IFRS 17 or as self-
insurance provisions. No additional
liability is therefore recorded in
respect of these indemnities.
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 signi
ficant risks
and rewards associated with asset
ownership; and
can reliably measure and will actually
receive the proceeds.
Equity share capital and reserves
Equity share capital
Equity share capital includes the total
net proceeds (both nominal value
and share premium) on issue of the
Company’s equity share capital.
Share premium represents the amount
of proceeds received for shares in
excess of their nominal value.
Capital redemption reserve
The capital redemption reserve
maintains the nominal value of the equity
share capital of the Company when
shares are repurchased and cancelled.
Shares held by employee share trusts
Shares held by employee share trusts
comprise ordinary shares held by
employee share trusts.
Other reserves
Other reserves comprise 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 US dollars 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
The fair value reserve comprises
movements in the value of
financial
assets measured at fair value through
other comprehensive income.
Cash flow hedge reserves
The cash flow hedge reserves comprise:
Cash flow hedge reserve: 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; and
Cost of hedging reserve: the gain
or loss which is excluded from the
designated hedging instrument
relating to the foreign currency
basis spread of currency swaps.
Currency translation reserve
The currency translation reserve
comprises 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 an effective
hedge against net investments in
foreign operations. On adoption of IFRS,
cumulative exchange differences were
deemed to be $nil.
Non-controlling interest
A non-controlling interest is equity in a
subsidiary of the Group not attributable,
directly or indirectly, to the Group.
Climate change
There are no climate-related estimates
and assumptions that have a material
impact on asset values in the Group
Financial Statements. In particular,
the following have been considered:
In the case of goodwill and brands,
the carrying value is recovered in less
than five years under the Base Case
forecasts and is not susceptible to
medium-term risks.
In the case of the InterContinental
Boston, for which the lease expires
in 2105, the last impairment test
performed indicated headroom above
recoverable value of approximately
25% of the asset value before the
asset would be impaired.
In the case of other hotel assets
(within property, plant and equipment,
right-of-use assets, associates
or other financial assets) the
remaining economic lives, whether
they are sensitive to the impact of
transitional risks or are susceptible
to physical risks.
In the case of contract assets, the
term of the management agreement
and the significant headroom o
f fee
income over the asset carrying value.
In the case of trade deposits and
loans, the short-term repayment
period of these assets.
The period of coverage of
performance guarantees and owner
loan guarantees, together with caps
on the Group’s exposure.
In the case of the recoverability of
the UK deferred tax asset, the impact
of the potential downside risk on the
Group’s forecasts (see disclosure
on page 221).
Additionally, increasing operating
costs over a medium term, for
example energy, are not expected
to have a material impact on any
of the Group’s assets.
While there is currently no material
medium-term impact expected from
climate change, the risks attached to
climate change continue to evolve
and these will continue to be assessed
against the Group’s judgements
and estimates.
208
IHG
Annual Report and Form 20-F 2024
Accounting policies
continued
New accounting standards and
other presentational changes
Adoption of new
accounting standards
From 1 January 2024, the Group has
applied the following amendments:
IAS 1 – Classification o
f Liabilities
as Current or Non-Current;
IAS 1 – Non-current Liabilities
with Covenants;
IFRS 16 – Lease Liability in a Sale
and Leaseback; and
IAS 7 and IFRS 7 – Supplier
Finance Arrangements.
None of these amendments have had a
material impact on the Group’s reported
financial per
formance or position.
New standards issued but not
yet effective
From 1 January 2025, the Group will
apply the amendments to:
IAS 21 – Lack of Exchangeability.
From 1 January 2026, the Group will
apply the amendments to:
IFRS 7 and 9 – Amendments to the
Classification and Measurement o
f
Financial Instruments;
IFRS 7 and 9 – Contracts referencing
Nature-dependent Electricity; and
Amendments arising from the IASB’s
Annual Improvements Volume 11.
There is no anticipated material impact
from these amendments on the Group’s
reported financial per
formance
or position.
IFRS 18 Presentation and Disclosure
in Financial Statements
The Group will adopt IFRS 18 with effect
from 1 January 2027. This will replace IAS
1 ‘Presentation of Financial Statements’.
IFRS 18 will introduce defined subtotals
within the Group income statement
and will require entities to classify all
income and expenses within the income
statement into the following categories:
operating, investing, financing, income
taxes and discontinued operations.
IFRS 18 will also require new disclosures
within the notes to the Group financial
statements for management-de
fined
performance measures and introduce
new principles around aggregation and
disaggregation of information within
the financial statements.
Related amendments to IAS 7 ‘Statement
of Cash Flows’ will require the Group
statement of cash
flows to start with
operating profit or loss and will change
the Group’s classification o
f cash
flows
from dividends and interest.
IFRS 18 will require restatement of
comparative periods. The Group is
currently assessing the impact of
the standard.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
209
Report
Governance
Statements
Financial Statements
Information
Notes to the Group Financial Statements
1. Exchange rates
2024
2023
2022
$1 equivalent
Average
Closing
Average
Closing
Average
Closing
Sterling
£0.78
£0.80
£0.80
£0.78
£0.81
£0.83
Euro
€0.92
€0.96
€0.92
€0.90
€0.95
€0.94
2. Segmental information
Revenue
2024
2023
2022
Year ended 31 December
$m
$m
$m
Americas
1,141
1,105
1,005
EMEAA
748
677
552
Greater China
161
161
87
Central
262
221
199
Revenue from reportable segments
2,312
2,164
1,843
System Fund and reimbursable revenues
2,611
2,460
2,049
Total revenue
4,923
4,624
3,892
Profit
2024
2023
2022
Year ended 31 December
$m
$m
$m
Americas
828
815
761
EMEAA
270
215
152
Greater China
98
96
23
Central
(72)
(107)
(108)
Operating profit
from reportable segments
1,124
1,019
828
System Fund and reimbursable result
(83)
19
(105)
Operating exceptional items (note 6)
28
(95)
Operating profit
1,041
1,066
628
Net financial expenses
(140)
(52)
(96)
Fair value (losses)/gains on contingent purchase consideration
(4)
(4)
8
Profit be
fore tax
897
1,010
540
Tax
(269)
(260)
(164)
Profit
for the year
628
750
376
210
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
2. Segmental information
continued
Non-cash items included within operating profit
from reportable segments
Greater
Americas
EMEAA
China
Central
Group
Year ended 31 December 2024
$m
$m
$m
$m
$m
Depreciation and amortisation
a
24
12
3
26
65
Contract assets deduction in revenue
24
18
1
43
Equity-settled share-based payments cost
10
5
3
19
37
Share of pro
fit o
f associates and joint ventures
(4)
(6)
(10)
Greater
Americas
EMEAA
China
Central
Group
Year ended 31 December 2023
$m
$m
$m
$m
$m
Depreciation and amortisation
a
24
12
4
27
67
Contract assets deduction in revenue
21
15
1
37
Equity-settled share-based payments cost
9
4
2
16
31
Share of pro
fit o
f associates and joint ventures
(excluding exceptional items)
(5)
(8)
(13)
Greater
Americas
EMEAA
China
Central
Group
Year ended 31 December 2022
$m
$m
$m
$m
$m
Depreciation and amortisation
a
23
13
4
28
68
Contract assets deduction in revenue
18
13
1
32
Equity-settled share-based payments cost
8
4
2
14
28
Share of pro
fit o
f associates
(excluding exceptional items)
(1)
(1)
a. Includes $16m (2023: $17m, 2022: $15m) relating to cost of sales in owned, leased and managed lease hotels and $49m (2023: $50m, 2022: $53m)
relating to other assets. A further $80m (2023: $83m, 2022: $86m) was recorded within System Fund and reimbursable expenses.
Additions to non-current assets by operating segment are not disclosed as this information is no longer regularly shared with the CODM.
Geographical information
2024
2023
2022
Year ended 31 December
$m
$m
$m
Revenue
United Kingdom
291
263
243
United States
1,902
1,777
1,659
Rest of World
1,119
1,020
773
3,312
3,060
2,675
System Fund revenues (note 31)
1,611
1,564
1,217
4,923
4,624
3,892
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.
2024
2023
31 December
$m
$m
Non-current assets
United Kingdom
104
100
United States
1,370
1,332
Rest of World
778
660
2,252
2,092
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 other receivables, 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 de
fined above.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
211
Report
Governance
Statements
Financial Statements
Information
3. Revenue
Disaggregation of revenue
Greater
Americas
EMEAA
China
Central
Group
Year ended 31 December 2024
$m
$m
$m
$m
$m
Franchise and base management fees
958
277
122
1,357
Incentive management fees
21
118
39
178
Central revenue
239
239
Revenue from fee business
979
395
161
239
1,774
Revenue from owned, leased and managed lease hotels
162
353
515
Revenue from insurance activities
23
23
1,141
748
161
262
2,312
System Fund revenues (note 31)
1,611
Reimbursable revenues (note 31)
1,000
Total revenue
4,923
Following execution of a revised agreement with the IHG Owners Association, a portion of ancillary revenue from the consumption
of certain IHG One Rewards points are reported in Central revenue. The agreed change initially applies to 50% of proceeds from
points sold to consumers from 1 January 2024, resulting in approximately $25m of fee business revenue in 2024 which would
have previously been recognised in System Fund and reimbursable revenues, and will increase to 100% from 1 January 2025.
In line with the Group’s accounting policy (see page 200), revenue from the sale of points is deferred until the future bene
fit has
been consumed by the member.
Greater
Americas
EMEAA
China
Central
Group
Year ended 31 December 2023
$m
$m
$m
$m
$m
Franchise and base management fees
936
253
115
1,304
Incentive management fees
21
101
46
168
Central revenue
200
200
Revenue from fee business
957
354
161
200
1,672
Revenue from owned, leased and managed lease hotels
148
323
471
Revenue from insurance activities
21
21
1,105
677
161
221
2,164
System Fund revenues (note 31)
1,564
Reimbursable revenues (note 31)
896
Total revenue
4,624
Greater
Americas
EMEAA
China
Central
Group
Year ended 31 December 2022
$m
$m
$m
$m
$m
Franchise and base management fees
861
215
71
1,147
Incentive management fees
18
69
16
103
Central revenue
184
184
Revenue from fee business
879
284
87
184
1,434
Revenue from owned, leased and managed lease hotels
126
268
394
Revenue from insurance activities
15
15
1,005
552
87
199
1,843
System Fund revenues (note 31)
1,217
Reimbursable revenues (note 31)
832
Total revenue
3,892
Contract balances
2024
2023
31 December
$m
$m
Trade receivables (note 16)
651
580
Contract assets
650
459
Deferred revenue
(2,060)
(1,848)
212
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
3. Revenue
continued
Contract assets
2024
2023
$m
$m
At 1 January
459
367
Additions
237
129
Recognised as a deduction to revenue
(43)
(37)
Impairment reversals (note 6)
3
Repayments
(7)
Exchange and other adjustments
(6)
7
At 31 December
650
459
Analysed as:
Current
38
35
Non-current
612
424
650
459
The increase in the balance of contract assets in the year is due to payments in the year exceeding amounts recognised as a
reduction to revenue over the term of the relevant management and franchise agreements, re
flecting the growth in the Group’s
system size including the NOVUM conversion portfolio.
The Group also has future commitments for key money payments which are contingent upon future events and may reverse.
At 31 December 2024, the maximum exposure remaining under performance guarantees was $77m (2023: $80m).
Deferred revenue
Loyalty
Other
Application &
programme
co-brand fees
re-licensing fees
Other
Total
$m
$m
$m
$m
$m
At 1 January 2023
1,411
33
167
113
1,724
Increase in deferred revenue
672
27
63
762
Recognised as revenue
(554)
(11)
(23)
(48)
(636)
Exchange and other adjustments
(2)
(2)
At 31 December 2023
1,529
22
171
126
1,848
Increase in deferred revenue
726
97
23
61
907
Recognised as revenue
(602)
(8)
(23)
(58)
(691)
Exchange and other adjustments
(4)
(4)
At 31 December 2024
1,653
111
171
125
2,060
Analysed as:
Current
661
12
23
70
766
Non-current
992
99
148
55
1,294
1,653
111
171
125
2,060
At 31 December 2023 analysed as:
Current
649
11
22
70
752
Non-current
880
11
149
56
1,096
1,529
22
171
126
1,848
Increase in deferred revenue includes both amounts received and recognised as revenue in the same year. Amounts recognised
as revenue were included in deferred revenue at the beginning of the year.
Loyalty programme revenues, shown gross in the table above, 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.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
213
Report
Governance
Statements
Financial Statements
Information
3. Revenue
continued
Transaction price allocated to remaining performance obligations
The expected timing of recognition of amounts received and not yet recognised relating to performance obligations that were
unsatisfied at the year end are as
follows:
2024
2023
Loyalty and
Loyalty and
co-brand
Other
Total
co-brand
Other
Total
$m
$m
$m
$m
$m
$m
Less than one year
673
93
766
660
92
752
Between one and two years
355
43
398
346
43
389
Between two and three years
214
30
244
195
32
227
Between three and four years
140
24
164
118
24
142
Between four and
five years
95
22
117
73
20
93
More than five years
287
84
371
159
86
245
1,764
296
2,060
1,551
297
1,848
Contract costs
2024
2023
$m
$m
At 1 January
87
80
Costs incurred
18
15
Charged to income statement
(8)
(8)
Exchange and other adjustments
(2)
At 31 December
95
87
Analysed as:
Current
5
5
Non-current
90
82
95
87
4. Staff costs and Directors’ remuneration
Staff costs and average number of employees
2024
2023
a
2022
a
Staff costs
$m
$m
$m
Wages and salaries
1,890
1,752
1,558
Social security costs
159
143
117
Share-based payment costs (note 27)
67
56
46
Pension and other post-retirement benefits:
Defined benefit plans
7
4
2
Defined contribution plans
62
58
53
2,185
2,013
1,776
Analysed as:
Costs borne by IHG
b
800
747
646
Costs borne by the System Fund or reimbursed
1,385
1,266
1,130
2,185
2,013
1,776
a. Re-presented to separate share-based payment costs.
b. In 2022, included $1m classified as exceptional relating to the costs o
f ceasing operations in Russia.
214
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
4. Staff costs and Directors’ remuneration
continued
Staff costs and average number of employees
continued
Monthly average number of employees, including part-time employees
2024
2023
2022
Employees whose costs are borne by IHG:
Americas
1,612
1,578
1,548
EMEAA
3,635
3,642
3,638
Greater China
357
352
333
Central
1,783
1,720
1,528
7,387
7,292
7,047
Employees whose costs are borne by the System Fund or are reimbursed
20,752
20,306
18,833
28,139
27,598
25,880
Directors’ remuneration
2024
2023
2022
$m
$m
$m
Base salaries, fees, annual performance payments and bene
fits
6.9
6.9
7.9
More detailed information on the remuneration including pensions, share awards and shareholdings for each Director is shown in the Directors’ Remuneration
Report on pages 144 and 152. In addition, amounts received or receivable under long-term incentive schemes are shown on page 144.
5. Auditor’s remuneration paid to PricewaterhouseCoopers LLP
2024
2023
2022
$m
$m
$m
Audit of the Financial Statements
7
7
6
Audit of subsidiaries
3
3
2
Other assurance services
a
1
1
1
11
11
9
Under SEC regulations analysed as:
Audit
10
10
8
Other audit-related
1
1
1
11
11
9
a. Other assurance services consists of IT assurance and audit of System Fund
financial in
formation.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
215
Report
Governance
Statements
Financial Statements
Information
6. Exceptional items
2024
2023
2022
Note
$m
$m
$m
Administrative expenses:
Costs of ceasing operations in Russia
(a)
(12)
Commercial litigation and disputes
(b)
(12)
(28)
(12)
(40)
Share of pro
fits/(losses) o
f associate
(c)
18
(60)
Other operating income
(d)
10
Impairment reversal on financial assets
(e)
6
Other net impairment reversals/(charges):
Management agreements
– reversal
11
12
Property, plant and equipment
– charge
12
(10)
– reversal
12
3
3
Right-of-use assets
– charge
12
(2)
– reversal
13
2
Associates
– reversal
14
2
Contract assets
– charge
(f)
(5)
– reversal
(f)
3
3
6
5
Operating exceptional items
28
(95)
Tax on exceptional items
(g)
(7)
26
Tax
(7)
26
Operating exceptional items analysed as:
Americas
4
27
(46)
EMEAA
(4)
1
(49)
28
(95)
The above items are defined by management as exceptional as
further described on page 201.
216
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
6. Exceptional items
continued
(a) Costs of ceasing operations in Russia
On 27 June 2022, the Group announced it was in the process of ceasing all operations in Russia consistent with evolving
UK, US and EU sanction regimes and the ongoing and increasing challenges of operating there. The costs associated with
the cessation of corporate operations in Moscow and long-term management and franchise contracts were presented as
exceptional due to the nature of the war in Ukraine which drove the Group’s response.
(b) Commercial litigation and disputes
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. In the year to 31 December 2024, the charge for commercial disputes relates to the EMEAA
region and includes legal costs. There are several uncertainties remaining including the timing and nature of resolution of the
disputes and the value of legal costs ultimately incurred. The 2022 provision was utilised in full in 2023 following settlement of
the disputed matters. The costs are presented as exceptional reflecting the quantum o
f the costs and nature of the disputes.
(c) Share of pro
fits/losses o
f associate
As part of an agreed settlement of a 2021 commercial dispute in relation to the Barclay associate, in 2022 the Group was
allocated expenses in excess of its actual percentage share which directly reduced the Group’s current interest in the associate.
This resulted in $60m of additional expenses being allocated to the Group in 2022, with a current tax bene
fit o
f $15m and,
applying equity accounting to this additional share of expenses, reduced the Group’s investment to $nil. In addition, a liability
of $18m was recognised, re
flecting an unavoidable obligation to repay this amount in certain circumstances. The value o
f
the liability was linked to the value of the hotel; increases in the property value were attributed
first to the Group and were
reflected as a reduction o
f the liability until it was reduced to $nil.
In 2023, the increase in fair value of the hotel (according to pricing opinions provided by a professional external valuer)
resulted in a full reversal of the liability but no further trigger for reversal of previous impairment charges.
The 2023 gain was presented as exceptional by reason of its size, the nature of the agreement and for consistency with
the associated charges in 2022 and 2021.
(d) Other operating income
Related to amounts receivable from the Group’s insurer under its business interruption policy for certain owned, leased
and managed lease hotels due to Covid-19.
The income was presented as exceptional due to its size.
(e) Impairment reversal on financial assets
The 2024 reversal of $6m relates to impairments originally recorded in 2020. These reversals are presented as exceptional
for consistency with the treatment of the corresponding impairments.
(f) Impairment reversal/charge on contract assets
The 2024 reversal of $3m relates to an impairment originally recorded in 2020.
In 2022, the $5m charge related to key money pertaining to managed and franchised hotels in Russia and is presented
as exceptional for consistency with (a) above. The $3m reversal related to other impairments originally recorded in 2020.
The reversals in both 2022 and 2024 are presented as exceptional for consistency with the treatment applied in prior years.
(g) Tax on exceptional items
The tax impacts of the exceptional items are shown in the table below:
2024
2023
2022
Current
Deferred
Current
Deferred
Current
Deferred
tax
tax
tax
tax
tax
tax
$m
$m
$m
$m
$m
$m
Costs of ceasing operations in Russia
3
Commercial litigation and disputes
2
8
(2)
Share of (pro
fits)/losses o
f associate
(4)
15
Other operating income
(3)
Impairment reversal on financial assets
(1)
Other net impairment (reversals)/charges
(1)
1
(5)
Adjustments in respect of prior years
a
6
(3)
(4)
33
(7)
Total current and deferred tax
(7)
26
a. In 2022, related to the release of tax contingencies no longer needed; one of these was as a result of the closure of a tax audit of the 2014 US federal income
tax return.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
217
Report
Governance
Statements
Financial Statements
Information
7. Financial income and expenses
2024
2023
2022
$m
$m
$m
Financial income
Financial income on deposits and money market funds
48
33
17
Interest income on loans and other assets
15
6
5
63
39
22
Financial expenses
Interest expense on external borrowings
131
85
92
Interest expense on lease liabilities
30
29
29
Unwind of discount on deferred purchase consideration
1
Foreign exchange losses/(gains)
25
(35)
(10)
Other charges
17
11
7
203
91
118
Financial income comprises $47m (2023: $24m, 2022: $12m) relating to financial assets held at amortised cost and $16m
(2023: $15m, 2022: $10m) relating to financial assets held at FVTPL.
Interest expense on external borrowings and unwind of discount on deferred purchase consideration relate to
financial liabilities
which are held at amortised cost. Other charges includes bank charges and non-bank interest expense.
In 2024, $49m (2023: $43m, 2022: $15m) was payable to the System Fund in relation to interest accumulated on the balance of
cash received in advance of the consumption of points awarded through the IHG One Rewards loyalty programme. The expense
and corresponding System Fund interest income are eliminated within financial expenses. On a net basis, financial income and
expenses includes $1m (2023: $1m, 2022: $1m) of other interest which is also attributable to the System Fund.
Net interest payable as calculated for bank covenants can be found on page 238.
8. Tax
Tax on profit
for the year
United Kingdom
Other jurisdictions
Total
2024
2023
2022
2024
2023
2022
2024
2023
2022
$m
$m
$m
$m
$m
$m
$m
$m
$m
Current tax
Current period
a
24
16
6
292
245
177
316
261
183
Adjustments in respect of prior periods
(2)
12
(5)
12
(7)
24
16
4
292
257
172
316
273
176
Deferred tax
Origination and reversal of temporary
differences
11
1
(1)
(56)
(21)
(6)
(45)
(20)
(7)
Changes in tax rates and tax laws
2
2
Adjustments to unprovided or
unrecognised deferred tax
b
(2)
5
5
(2)
Adjustments in respect of prior periods
(2)
1
2
(1)
(5)
(2)
(3)
9
2
(1)
(56)
(15)
(11)
(47)
(13)
(12)
Income tax charge for the year
c
33
18
3
236
242
161
269
260
164
a. Includes $2m (2023: $nil, 2022: $nil) in respect of taxes arising under the Pillar Two framework.
b. Represented a reassessment of the recovery of deferred taxes in line with the Group’s pro
fit
forecasts.
c. ‘Other jurisdictions’ includes $169m (2023: $172m, 2022: $134m) in respect of US taxes.
218
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
8. Tax
continued
Reconciliation of tax charge
2024
2023
2022
%
%
%
Tax at UK blended rate
25.0
23.5
19.0
Tax credits
(0.6)
(0.5)
(0.1)
System Fund
a
1.2
(1.3)
3.1
Foreign exchange losses/(gains)
1.0
(1.0)
(0.9)
Other permanent differences
b
(0.5)
0.9
0.5
Non-recoverable foreign taxes
2.4
1.3
3.5
Net effect of different rates of tax
c
1.5
1.5
6.3
Effects of substantive enactment of UAE tax rates and laws
d
(0.9)
Effect of changes in other tax rates and laws
0.2
0.1
Items on which deferred tax arose but where no deferred tax is recognised
e
0.2
0.2
1.2
Effect of adjustments to unprovided or unrecognised deferred taxes
f
0.5
(0.4)
Adjustment to tax charge in respect of prior periods
g
(0.2)
1.3
(1.9)
30.0
25.7
30.4
a. The System Fund is, in general, not subject to taxation.
b. Includes (1.0)%pts (2023: (0.6)%pts, 2022: (1.0)%pts) in respect of the US Foreign-derived intangible income regime.
c. Includes 1.2%pts (2023: 1.3%pts, 2022: 6.9%pts) driven by the relatively high blended US rate, which includes US Federal and State taxes.
d. During 2023, law implementing a new corporate income tax regime was substantively enacted in the UAE. This resulted in the recognition of a deferred
tax asset of $9m in the UAE. Absent further law change, this bene
fit is not likely to reoccur.
e. Predominantly in respect of losses arising in the year.
f.
Adjustments relating to estimated recoverable deferred tax assets. In 2023, also included 0.7%pts relating to the provision of previously unprovided deferred
tax liabilities which arise on temporary differences in subsidiaries.
g. Relates to the finalisation o
f tax returns, activity from tax authorities such as tax audits and the reassessment of provisions for uncertain tax positions.
Factors that may affect the future tax charge
Many factors will affect the Group’s future tax rate, the main ones being future legislative developments, future pro
fitability
of underlying subsidiaries and tax uncertainties.
In 2021, the OECD made proposals for worldwide tax reform under a two ‘pillar’ system – Pillar One and Pillar Two. Pillar One
(broadly, the reallocation of certain taxing rights to countries where customers are located) has not been enacted in any
jurisdiction and, in any event, the Group would not expect to be impacted. Pillar Two seeks to impose a global minimum tax,
essentially establishing a floor on corporate tax competition by ensuring a large multinational enterprise is subject to tax in
each jurisdiction at a 15% effective minimum tax rate. Pillar Two rules were enacted in the UK with effect from 1 January 2024
and, for 2024, the Group’s Pillar Two liability is estimated to be less than $2m.
From an administrative and compliance perspective, the Group will rely upon transitional ‘safe harbour’ exemptions that operate
on a jurisdiction-by-jurisdiction basis and which remove the need to prepare full calculations for Pillar Two for qualifying territories.
Once the transitional exemptions cease to be available (from 1 January 2027), the Group will be required to perform full Pillar
Two calculations for every jurisdiction. The Group will continue to assess the future impact of Pillar Two, taking into account the
issuance of new guidance and law changes, as well as wider socio-political factors. However, given that a signi
ficant proportion
of the Group’s pro
fit be
fore tax was earned in legal entities in the US, UK and China, each of which has a blended future statutory
tax rate of 25% or higher, the Group considers the likelihood of material future Pillar Two taxes arising to be low, based upon the
current profile o
f the Group’s business.
The Group continues to monitor external tax developments, most notably in the US where the new government is reviewing
retaliatory options against perceived aggressive tax behaviours by other territories against the US.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
219
Report
Governance
Statements
Financial Statements
Information
8. Tax
continued
Tax paid
Total tax paid (net of refunds) is entirely in respect of operating activities. This comprises taxes paid directly by Group entities
to taxing authorities and taxes withheld at source in respect of fees payable to the Group. Taxes withheld at source are paid
by hotel owners to their local taxing authorities on behalf of the Group. The table below shows the territories to whom taxes
are directly paid by the Group which exceed $5m in the current or comparative periods, in addition to the UK, the Group’s
headquarter jurisdiction. The year-on-year increases are predominantly driven by the corresponding increases to Group
profitability and movements in de
ferred taxes.
2024
2023
2022
$m
$m
$m
China
a
11
5
10
Singapore
a
7
4
1
United Kingdom
10
8
3
United States
220
171
165
Other jurisdictions
23
18
10
271
206
189
Taxes withheld at source
38
37
22
Tax paid per cash flow
309
243
211
a. Tax payments are typically based upon the previous year’s profits.
A reconciliation of tax paid to the current tax charge in the Group income statement is as follows:
2024
2023
2022
$m
$m
$m
Current tax charge in the Group income statement
316
273
176
Current tax credit in the Group statement of comprehensive income
(3)
(6)
(2)
Current tax credit taken directly to equity
(6)
(5)
Total current tax charge
307
262
174
Movements to tax contingencies
a
(4)
(2)
10
Timing differences of cash tax paid and foreign exchange differences
6
(17)
27
Tax paid per cash flow
309
243
211
a. Tax contingency movements are included within the current tax charge but do not impact cash tax paid in the year. Settlements of tax contingencies are
included within cash tax paid in the year but not recorded in the current year tax charge.
220
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
8. Tax
continued
Deferred tax
Property,
Deferred
Intangible
Other
plant,
Deferred
compensation
assets
short-term
equipment
Application
gains on
and employee
Deferred
Research and
excluding
temporary
and software
fees
loan notes
c
Associates
Losses
d
benefits
a
revenue
a,b
development
a
software
differences
a,e
Total
$m
$m
$m
$m
$m
$m
$m
$m
$m
$m
$m
At 1 January 2023
(53)
41
(34)
(59)
79
84
8
(40)
22
48
Group income statement
22
1
(1)
4
7
(9)
(11)
13
Group statement
of comprehensive
income
(6)
(5)
(11)
Group statement
of changes in equity
6
6
Exchange and
other adjustments
1
3
1
3
2
10
At 31 December 2023
(30)
42
(34)
(60)
76
95
15
(46)
8
66
Group income statement
21
1
(7)
9
30
18
(14)
(11)
47
Group statement
of comprehensive
income
(3)
(13)
(16)
Group statement
of changes in equity
9
9
Exchange and
other adjustments
(1)
(1)
(2)
At 31 December 2024
(9)
42
(34)
(59)
65
113
30
33
(60)
(17)
104
a. The above table has been re-presented in order to separately disclose the deferred tax on ‘Deferred revenue’ and ‘Research and development’ (both previously
disclosed in ‘Other short-term temporary differences’), to aggregate deferred tax on ‘Deferred compensation’ with ‘Employee bene
fits’ (previously both
disclosed separately), and to present deferred tax on ‘Expected credit losses on trade receivables’ within ‘Other short-term temporary differences’
(previously disclosed separately).
b. The movements in 2024 and the closing balance arise as a result of the revised agreement with the IHG Owners Association (see note 3) and deferred revenue
in respect of co-branding agreements.
c. Becomes due in 2025 unless prevailing law at that time allows further deferral.
d. Wholly in respect of revenue losses.
e. Primarily in respect of contract costs, right-of-use assets, unrealised foreign exchange and expected credit losses on trade receivables, none of which has
a balance exceeding $20m.
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 and an analysis of the deferred tax balance showing all territories with balances greater than $10m in either the
current or prior year are as follows:
2024
2023
$m
$m
Deferred tax assets
122
134
Deferred tax liabilities
(18)
(68)
104
66
Analysed as:
United Arab Emirates
12
9
United Kingdom
99
113
United States
(53)
Other
(7)
(3)
104
66
A deferred tax asset of $3m (2023: $nil) has been recognised in legal entities which have made a loss in the current or the
previous year.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
221
Report
Governance
Statements
Financial Statements
Information
8. Tax
continued
Recoverability of UK deferred tax assets
The Group has recognised UK deferred tax assets of $99m (2023: $113m), including revenue losses of $62m (2023: $73m).
The deferred tax assets have been recognised following the consideration of both positive and negative evidence in respect
of the probability of future taxable pro
fits against which the assets could be recovered. The losses have arisen by identifiable
non-recurring events, for example special contributions into a former Group pension scheme and the impact of Covid-19,
absent which, the UK tax group would have been profitable. The losses do not expire, although they can only be offset against
50% of annual UK taxable pro
fits. The UK de
ferred tax asset should reverse over a six- to ten-year period (2023: seven- to
ten-year period), with the lower end of this range based on the Group’s Base Case forecast (see page 197 within ‘Going concern’)
and the upper end of the range based on the Group’s Severe Downside Case forecast.
The Group’s TCFD disclosures describe how physical and transitional climate risks present both risks and opportunities for
the Group. The potential downside risk has been considered in the context of the UK deferred tax asset recoverability, without
taking account of opportunities or mitigating actions, and could be absorbed within the sensitivities disclosed above.
Unrecognised deferred tax assets
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 pro
fits or gains.
The total unrecognised deferred tax position is as follows:
Gross
Unrecognised deferred tax
2024
2023
2024
2023
$m
$m
$m
$m
Revenue losses
432
450
75
79
Capital losses
580
580
146
146
1,012
1,030
221
225
Tax credits
46
32
46
32
Other
a
22
16
7
5
1,080
1,078
274
262
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:
Gross
Unrecognised deferred tax
2024
2023
2024
2023
Expiry date
$m
$m
$m
$m
2024
6
1
2025
11
11
2
2
2026
7
7
1
1
2027
7
7
1
1
2028
6
1
2029
10
10
10
10
After 2031
36
22
36
22
Unprovided deferred tax liabilities
No deferred tax liability has been provided in respect of $0.5bn (2023: $0.5bn) of taxable temporary differences relating
to subsidiaries (comprising undistributed earnings and net inherent gains).
Uncertain tax positions
Current tax payable includes $9m (2023: $14m) in respect of uncertain tax positions, with the largest single item not exceeding
$3m (2023: $3m). There are no amounts recognised in relation to uncertain tax positions within deferred tax in either the current
or prior year.
The Group’s most material territories for tax are the US and the UK, although the Group has now agreed all US federal tax returns
up to and including 2020. The US Internal Revenue Service opened routine audits of the 2021 and 2022 US federal tax return
periods in the second half of 2024, which are currently at the information gathering stage. The Group considers the risk of
material adjustment to be low. In the UK, the Group has agreed all UK Corporation Tax returns for periods up to 2022, having
agreed the outstanding 2016 period, without adjustment, during 2024.
222
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
9. Dividends
2024
2023
2022
cents
cents
cents
Paid during the year
per share
$m
per share
$m
per share
$m
Final (declared for previous year)
104.0
172
94.5
166
85.9
154
Interim
53.2
87
48.3
79
43.9
79
157.2
259
142.8
245
129.8
233
The final dividend in respect o
f 2024 of 114.4¢ per ordinary share (amounting to approximately $180m) is proposed for approval
at the AGM on 8 May 2025. The final dividend is first determined in US dollars and the sterling amount will be announced on
28 April 2025 using the average of the daily exchange rates for the three working days commencing 23 April 2025.
10. Earnings per ordinary share
Basic earnings per ordinary share
2024
2023
2022
Profit available
for equity holders ($m)
628
750
375
Basic weighted average number of ordinary shares (millions)
161.2
169.0
181.0
Basic earnings per ordinary share (cents)
389.6
443.8
207.2
Diluted earnings per ordinary share
Profit available
for equity holders ($m)
628
750
375
Diluted weighted average number of ordinary shares (millions)
163.0
170.0
182.0
Diluted earnings per ordinary share (cents)
385.3
441.2
206.0
Basic and diluted share denominators are calculated as follows:
2024
2023
2022
millions
millions
millions
Weighted average number of ordinary shares in issue
168.6
177.0
187.0
Weighted average number of treasury shares
a
(7.4)
(8.0)
(6.0)
Basic weighted average number of ordinary shares
161.2
169.0
181.0
Dilutive potential ordinary shares
1.8
1.0
1.0
Diluted weighted average number of ordinary shares
163.0
170.0
182.0
a. Includes other shares that do not receive dividends.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
223
Report
Governance
Statements
Financial Statements
Information
11. Goodwill and other intangible assets
Management
Other
Goodwill
Brands
Software
agreements
intangibles
Total
$m
$m
$m
$m
$m
$m
Cost
At 1 January 2023
513
439
825
122
26
1,925
Additions
52
1
53
Fully amortised assets written off
(52)
(3)
(55)
Disposals
(1)
(1)
Exchange and other adjustments
3
1
4
At 31 December 2023
516
439
825
122
24
1,926
Additions
48
1
49
Fully amortised assets written off
(49)
(1)
(50)
Disposals
(4)
(4)
Exchange and other adjustments
(5)
(5)
At 31 December 2024
511
439
820
122
24
1,916
Amortisation and impairment
At 1 January 2023
(178)
(486)
(101)
(16)
(781)
Provided
(18)
(1)
(2)
(21)
System Fund expense
(76)
(1)
(77)
Fully amortised assets written off
52
3
55
Disposals
1
1
Exchange and other adjustments
(2)
(1)
(1)
(4)
At 31 December 2023
(180)
(528)
(103)
(16)
(827)
Provided
(17)
(1)
(1)
(19)
System Fund expense
(77)
(1)
(78)
Impairment charge
(2)
(2)
System Fund impairment charge
(3)
(3)
Fully amortised assets written off
49
1
50
Disposals
4
4
Exchange and other adjustments
1
1
At 31 December 2024
(180)
(573)
(104)
(17)
(874)
Net book value
At 31 December 2024
331
439
247
18
7
1,042
At 31 December 2023
336
439
297
19
8
1,099
At 1 January 2023
335
439
339
21
10
1,144
224
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
11. Goodwill and other intangible assets
continued
Goodwill and brands
Brands
Brands relate to the acquisitions of Kimpton ($193m), Regent ($57m) and Six Senses ($189m). They are each considered to have
an indefinite li
fe given their strong brand awareness and reputation, and management’s commitment to continued investment
in their growth. The brands are protected by trademarks and there are not believed to be any legal, regulatory or contractual
provisions that limit the useful lives of the brands. In the hotel industry there are a number of brands that have existed for many
years and IHG has brands that are over 60 years old.
Allocation of goodwill and brands to CGUs
Analysed as:
At 1 January
Exchange
At 31 December
Exchange
At 31 December
2023
adjustments
2023
adjustments
2024
Goodwill
Brands
$m
$m
$m
$m
$m
$m
$m
Americas (group of CGUs)
419
419
419
132
287
EMEAA (group of CGUs)
331
1
332
(5)
327
191
136
Greater China
24
24
24
8
16
774
1
775
(5)
770
331
439
The recoverable amounts of the CGUs, or groups of CGUs, have been determined from value in use calculations. The key
assumptions are RevPAR growth (detailed on page 197 within ‘Going concern’), terminal growth rates and pre-tax discount rates.
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. Cash
flow projections are discounted using pre-tax rates that are based on the Group’s
weighted average cost of capital and incorporate adjustments re
flecting risks specific to the territory o
f the CGU.
The weighted average terminal growth rates and pre-tax discount rates are as follows:
2024
2023
Terminal
Pre-tax
Terminal
Pre-tax
growth
discount
growth
discount
rate
rate
rate
rate
%
%
%
%
Americas
2.1
11.6
1.6
13.0
EMEAA
2.5
13.6
2.4
15.1
Greater China
2.5
10.5
2.5
12.1
The recoverable amounts of the CGUs, or groups of CGUs, exceeded their carrying value such that no impairment has arisen.
Assumptions were sensitised using the Severe Downside Case scenario (detailed on page 197 within ‘Going concern’),
with no impairment arising reflecting the number o
f years of Base Case forecasts required to recover the carrying value.
Software
Software includes $102m relating to the development of the next-generation Guest Reservation System with Amadeus.
Internally developed software with a net book value of $80m is being amortised over seven to 10 years, with four years remaining
at 31 December 2024, reflecting the Group’s experience o
f the long life of guest reservation systems and the initial term over
which the Group is party to a technology agreement with Amadeus. The remaining project value relates to enhancements
to existing systems as part of the project, which are amortised over
five years.
In 2024, a total of $5m impairment was charged relating to assets which had been replaced as a result of more recent initiatives.
Management agreements
Management agreements relate to contracts recognised at fair value on acquisition. The weighted average remaining
amortisation period for all management agreements is 13 years (2023: 14 years).
2022 impairment reversal
The impairment reversal of $12m related to the Kimpton management agreement portfolio in the Americas region and arose
due to strong trading conditions in 2022 and significantly improved industry
forecasts.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
225
Report
Governance
Statements
Financial Statements
Information
12. Property, plant and equipment
Fixtures,
Land and
fittings and
buildings
equipment
Total
$m
$m
$m
Cost
At 1 January 2023
112
292
404
Additions
1
20
21
Fully depreciated assets written off
(15)
(15)
Disposals
(2)
(3)
(5)
Exchange and other adjustments
6
6
At 31 December 2023
111
300
411
Additions
27
27
Fully depreciated assets written off
(3)
(27)
(30)
Disposals
(8)
(8)
(16)
Exchange and other adjustments
(1)
(4)
(5)
At 31 December 2024
99
288
387
Depreciation and impairment
At 1 January 2023
(51)
(196)
(247)
Provided
(6)
(18)
(24)
System Fund expense
(4)
(4)
Fully depreciated assets written off
15
15
Disposals
2
3
5
Exchange and other adjustments
1
(4)
(3)
At 31 December 2023
(54)
(204)
(258)
Provided
(3)
(21)
(24)
System Fund expense
(4)
(4)
Impairment reversal
3
3
Fully depreciated assets written off
3
27
30
Disposals
8
8
Exchange and other adjustments
1
3
4
At 31 December 2024
(53)
(188)
(241)
Net book value
At 31 December 2024
46
100
146
At 31 December 2023
57
96
153
At 1 January 2023
61
96
157
The Group’s property, plant and equipment mainly comprises buildings and leasehold improvements on 17 hotels (2023: 17 hotels),
but also offices and computer hardware, throughout the world.
Assets with a net book value of $99m (2023: $107m) are located in the United States.
226
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
12. Property, plant and equipment
continued
Impairment and impairment reversals
2024 impairment reversal
An impairment reversal of $3m was recognised in relation to one hotel in the UK portfolio (EMEAA region) as a result of continued
strong performance. The original impairment was recorded in 2020 as a result of the pandemic and was treated as exceptional;
the reversal is also classified as exceptional
for consistency.
2022 impairment
An impairment charge of $10m was recognised on property, plant and equipment relating to one hotel in the EMEAA region.
A further $2m impairment of right-of-use assets was recognised in relation to the same hotel. The charge arose, and was classed
as exceptional, due to recent cost inflation which impacted operating costs but also the projected variable rent payments.
2022 impairment reversal
An impairment reversal of $3m was recognised in relation to the UK portfolio (EMEAA region) and arose as a result of the
renegotiation of contractual agreements which enhanced the cash-generating potential of those hotels.
13. Leases
Right-of-use assets
Land and
Investment
buildings
property
Other
Total
$m
$m
$m
$m
Cost
At 1 January 2023
571
50
2
623
Additions and other re-measurements
15
2
17
Transfers to investment property
(2)
2
Terminations
(51)
(1)
(52)
Exchange and other adjustments
1
1
At 31 December 2023
534
52
3
589
Additions and other re-measurements
28
5
33
Transfers to
finance lease receivable
(13)
(14)
(4)
(31)
Terminations
(11)
(1)
(12)
Exchange and other adjustments
(5)
(5)
At 31 December 2024
533
38
3
574
Depreciation and impairment
At 1 January 2023
(294)
(47)
(2)
(343)
Provided
(22)
(22)
System Fund expense
(2)
(2)
Transfers to investment property
2
(2)
Terminations
51
1
52
Exchange and other adjustments
(1)
(1)
At 31 December 2023
(266)
(49)
(1)
(316)
Provided
(21)
(1)
(22)
System Fund expense
2
2
Transfers to
finance lease receivable
8
13
21
Terminations
11
1
12
Exchange and other adjustments
5
5
At 31 December 2024
(261)
(36)
(1)
(298)
Net book value
At 31 December 2024
272
2
2
276
At 31 December 2023
268
3
2
273
At 1 January 2023
277
3
280
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
227
Report
Governance
Statements
Financial Statements
Information
13. Leases
continued
The Group’s leased assets mainly comprise hotels and offices. Leases contain a wide range of di
fferent terms and conditions.
The term of property leases ranges from one to 99 years. The weighted average lease term remaining on the Group’s top
eight leases (which comprise 95% (2023: 94%) of the right-of-use asset net book value) is 56 years (2023: 56 years). The
InterContinental Boston lease, expiring in 2105, has a significant impact on this weighted average lease term; excluding this
lease the weighted average lease term is seven years (2023: eight years). Undiscounted cash flows on the Boston lease o
f $3,191m
(2023: $3,212m) represent 95% (2023: 94%) of the total undiscounted cash
flows relating to lease liabilities.
Many of the Group’s property leases contain extension or early termination options, which are used for operational
flexibility.
The lease agreement over the US corporate headquarters 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 and there is no reasonable certainty
the option will be exercised. The value of the undiscounted rental payments relating to this lease and not included in the value
of the lease asset and liability is $301m. Additionally, the Group has the option to extend the term of the InterContinental
Boston lease for two additional 20-year terms, the
first o
f which would take effect from 2105. These extension options have
not been included in the calculation of the lease liability.
Impairment and impairment reversals
2022 impairment
Details of the $2m impairment charge are contained in note 12.
2022 impairment reversal
An impairment reversal of $2m was recognised in relation to one hotel in the EMEAA region and arose due to improved recovery
forecasts as well as strong 2022 trading.
Lease liabilities
The majority of the Group’s lease liabilities are discounted at incremental borrowing rates of up to 10%. The rate implicit in the
InterContinental Boston lease was 9.7% and was derived from a valuation of the hotel at lease inception in 2006.
2024
2023
Currency
$m
$m
US dollars
357
357
Sterling
31
32
Euros
3
4
Other
23
33
414
426
Analysed as:
Current
26
30
Non-current
388
396
414
426
The maturity analysis of lease liabilities is disclosed in note 23.
The Group’s lease liability is not materially sensitive to inflation as $335m (2023: $342m) relates to the InterContinental Boston
and the US corporate headquarters, which both include fixed payments and are not subject to inflationary adjustments.
Amounts recognised in the Group income statement
2024
2023
2022
$m
$m
$m
Depreciation of right-of-use assets
22
22
25
System Fund depreciation of right-of-use assets
(2)
2
3
Expense relating to variable lease payments
77
62
47
Expense relating to short-term leases and low-value assets
1
2
1
Income from operating subleases
(3)
(2)
(1)
Recognised in operating profit
95
86
75
Interest on lease liabilities
30
29
29
Total recognised in the Group income statement
125
115
104
228
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
13. Leases
continued
Variable lease payments
The UK portfolio leases contain guarantees that the Group will fund any shortfalls in lease payments up to an annual and
cumulative cap. These caps limit the Group’s exposure to trading losses, meaning that rental payments are reduced if insufficient
cash flows are generated by the hotels. Since there is no floor to the rent reduction applicable under these leases, they are
treated as fully variable. In the event that rent reductions are not applicable, annual base rental payments stabilise at £34m
over the remaining lease to 2043. Additional performance-based rental payments are calculated using hotel revenues
and net cash flows.
In addition, two German hotel leases under a similar structure are treated as fully variable.
Amounts recognised in the Group statement of cash
flows
2024
2023
2022
$m
$m
$m
Operating activities
108
92
72
Investing activities
(4)
(6)
Financing activities
46
28
36
Net cash paid
150
120
102
14. Investment in associates and joint ventures
2024
2023
$m
$m
Cost
At 1 January
101
89
Additions
6
3
Share of pro
fits
a
10
13
System Fund share of losses
(2)
(3)
Dividends and distributions
(7)
(1)
At 31 December
108
101
Impairment
At 1 January
(53)
(53)
Impairment charge
(4)
At 31 December
(57)
(53)
Net book value
51
48
Analysed as:
Barclay associate
7
3
Other associates
39
43
Joint ventures
5
2
51
48
a. In 2023 and 2022, the total share of pro
fits/(losses)
from associates and joint ventures in the Group income statement included $18m gain and $18m loss,
respectively, due to the liability recognised in 2022 and its subsequent reversal (see note 6). In 2022, $42m was included within exceptional items in addition
to the $18m.
Barclay associate
The Group held one associate investment which had a significant impact on profit
for the prior year, 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. While 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 speci
fied owner returns.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
229
Report
Governance
Statements
Financial Statements
Information
14. Investment in associates and joint ventures
continued
Summarised financial in
formation in respect of the Barclay associate is set out below:
2024
2023
$m
$m
Non-current assets
449
462
Current assets
112
86
Current liabilities
(21)
(23)
Non-current liabilities
(236)
(256)
Net assets
304
269
Group’s share of reported net assets at 19.9%
60
53
Adjustments to reflect impairment, capitalised costs and additional rights and obligations
under the shareholder agreement
(11)
(8)
Effect of specially allocated expenses (note 6)
(42)
(42)
Carrying amount
7
3
2024
2023
$m
$m
Revenue
130
131
Profit
from continuing operations and total comprehensive income for the year
15
15
Group’s share of pro
fit
for the year
a
4
3
a. Includes specially allocated expenses and the cost of funding owner returns.
Impairment and impairment reversals of other associates
2024 impairment
In 2024, the impairment charge of $4m related to an associate in the Americas region and arose due to a decline in
trading conditions.
2022 impairment reversal
In 2022, an impairment reversal of $2m related to an associate in the Americas region and arose due to strong trading
conditions and significantly improved industry
forecasts.
15. Other financial assets
2024
2023
$m
$m
Equity securities
97
102
Restricted funds:
Ring-fenced amounts to satisfy insurance claims:
Cash
1
2
Money market funds
10
14
Accounts pledged as security
31
32
Other
1
2
43
50
Trade deposits and loans
79
40
219
192
Analysed as:
Current
7
7
Non-current
212
185
219
192
230
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
15. Other financial assets
continued
Equity securities
The methodology to calculate fair value and the sensitivities to the relevant signi
ficant unobservable inputs are detailed
in note 24. The most significant investments are as
follows:
2024
2023
Dividend
Dividend
Fair value
income
Fair value
income
$m
$m
$m
$m
Investment in entity which owns:
InterContinental The Willard Washington DC
27
1
27
1
InterContinental Grand Stanford Hong Kong
36
37
Restricted funds
Amounts ring-fenced to satisfy insurance claims are principally held in the Group’s Captive, which is a regulated entity.
The accounts pledged as security are subject to a charge in favour of the members of the UK unfunded pension arrangement
(see note 26). The accounts will be pledged as security until the date at which the UK unfunded pension liabilities have been
fully discharged, unless otherwise agreed with the trustees, and amounts pledged may change in future years.
Expected credit losses
Other financial assets with a net value o
f $50m (2023: $68m) 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. The gross value of trade
deposits and loans that were subject to the expected credit loss requirements is $51m with credit loss allowances of $3m
(2023: $40m gross, $9m allowance). Other expected credit losses are considered to be immaterial.
Credit risk
Restricted funds are held with bank counterparties which are rated at least A+ based on S&P’s ratings. Trade deposits and loans
are entered into with creditworthy third parties, subject to credit verification procedures. The maximum exposure to credit risk
of other
financial assets at the end o
f the reporting period is their carrying value of $219m (2023: $192m).
16. Trade and other receivables
2024
2023
$m
$m
Current
Trade receivables
651
580
Other receivables
41
68
Prepayments
93
92
785
740
Non-current
Finance lease receivables
12
6
Other receivables
5
3
Prepayments
18
4
35
13
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
231
Report
Governance
Statements
Financial Statements
Information
16. Trade and other receivables
continued
Expected credit losses
The ageing of trade receivables shown below re
flects the initial terms under the invoice rather than the revised terms in cases
where payment flexibility has been provided to owners. The net balances presented in the table below could result in additional
credit losses if they are ultimately found to be uncollectable. Expected credit losses relating to other receivables following
their initial recognition are immaterial.
2024
2023
Credit loss
Credit loss
Gross
allowance
Net
Gross
allowance
Net
$m
$m
$m
$m
$m
$m
Not past due
384
384
354
(1)
353
Past due 1 to 30 days
90
(4)
86
88
(5)
83
Past due 31 to 90 days
80
(5)
75
69
(6)
63
Past due 91 to 180 days
53
(8)
45
51
(8)
43
Past due 181 to 360 days
66
(19)
47
38
(11)
27
Past due more than 361 days
98
(84)
14
86
(75)
11
771
(120)
651
686
(106)
580
2024
2023
Movement in the allowance for expected credit losses
$m
$m
At 1 January
(106)
(117)
Impairment (loss)/reversal
(16)
1
System Fund impairment loss
(9)
Amounts written off
8
9
Exchange and other adjustments
3
1
At 31 December
(120)
(106)
In 2024, the Group refined its expected credit loss model to calculate historical experience
for certain populations of owner
groups with different risk profiles to the core population. The difference between providing on this basis and using the regional
provision matrix is immaterial.
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 is their carrying value of $709m (2023: $657m).
17. Cash and cash equivalents
2024
2023
$m
$m
Cash at bank and in hand
142
179
Short-term deposits
411
632
Money market funds
415
375
Repurchase agreements
40
136
Cash and cash equivalents as recorded in the Group statement of
financial position
1,008
1,322
Bank overdrafts
(17)
(44)
Cash and cash equivalents as recorded in the Group statement of cash
flows
991
1,278
Cash at bank and in hand includes bank balances of $33m (2023: $51m) which are matched by bank overdrafts of $17m
(2023: $44m) under the Group’s cash pooling arrangements. Under these arrangements, each pool contains a number of bank
accounts with the same financial institution and interest is paid/received on pooled net balances
for each currency. 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, which are
repayable on demand, 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.
232
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
17. Cash and cash equivalents
continued
Cash and cash equivalents with restrictions on use
2024
2023
$m
$m
Countries with restrictions on repatriation
2
30
Capital expenditure under lease agreements
15
14
Other restrictions
5
12
22
56
Details of the credit risk on cash and cash equivalents is included in note 23.
18. Trade and other payables
2024
2023
$m
$m
Current
Trade payables
111
127
Other tax and social security payables
61
47
Other payables
116
135
Deferred purchase consideration
13
Accruals
362
389
650
711
Non-current
Other payables
5
6
Contingent purchase consideration (note 24)
73
69
78
75
Third-party bank loan guarantees
At 31 December 2024, the Group has issued financial guarantee contracts o
f up to $31m (2023: $50m). The carrying amount of
these guarantees was $nil in all periods presented. The largest guarantee has a gross guaranteed amount of $21m (2023: $21m)
and the underlying loan matures in 2029. Should the Group fund any amount under the guarantee, there is a cross-indemnity
that the Group would seek to pursue for the other parties’ share.
19. Provisions
Commercial
Self
litigation and
insurance
Dilapidations
disputes
reserves
and other
Total
$m
$m
$m
$m
At 31 December 2023
7
14
15
36
Provided
10
4
4
18
Utilised
(9)
(9)
Released
(3)
(2)
(5)
Exchange and other adjustments
(1)
(1)
At 31 December 2024
14
9
16
39
Analysed as:
Current
13
3
6
22
Non-current
1
6
10
17
14
9
16
39
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
233
Report
Governance
Statements
Financial Statements
Information
19. Provisions
continued
Self insurance reserves
Self insurance reserves consist of $6m of incurred but not reported (‘IBNR’) reserves and $3m of claims reported but not yet
settled. $7m of these amounts relates to employment-related obligations. The utilisation of IBNR reserves is dependent on the
timing of claims being reported and ultimately being settled; based on historical experience this is expected to be settled within
five years. The maximum liabilities o
f the last
five policy years is $103m, noting that actual claims did not significantly differ to
estimates in 2024 or 2023.
20. Insurance
2024
2023
$m
$m
At 1 January
37
32
Insurance expenses
28
21
Claims and other amounts paid
(23)
(15)
Impact of discounting and other changes
(3)
(1)
At 31 December
39
37
Analysed as:
Current
14
12
Non-current
25
25
39
37
Incurred but not reported claims
a
18
20
Reported but not settled claims
21
17
39
37
a. Includes unallocated loss expenses.
Of the total reserves, $15m (2023: $19m) relates to international general liability and $17m (2023: $14m) relates to workers’
compensation. The utilisation of IBNR reserves is dependent on the timing of claims being reported and ultimately being settled;
based on historical experience the majority are expected to be settled within five years (2023: five years). The maximum liabilities
of the last 
five policy years is $71m (2023: $49m). Actual claims have not significantly differed
from estimates in the last
five years.
2024
2023
$m
$m
Revenue from insurance activities
23
21
Insurance expenses (inclusive of overhead costs)
(29)
(23)
Insurance result
(6)
(2)
234
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
21. Loans and other borrowings
Discount
Maturity
at issue
2024
2023
date
%
$m
$m
Current
Bank overdrafts (note 17)
n/a
n/a
17
44
€500m 1.625% bonds 2024
8 October 2024
0.437
555
£300m 3.75% bonds 2025
14 August 2025
0.986
381
398
599
Non-current
£300m 3.75% bonds 2025
14 August 2025
0.986
387
£350m 2.125% bonds 2026
24 August 2026
0.550
441
449
€500m 2.125% bonds 2027
15 May 2027
0.470
526
559
£400m 3.375% bonds 2028
8 October 2028
1.034
502
509
€600m 4.375% bonds 2029
28 November 2029
0.098
623
663
€750m 3.625% bonds 2031
27 September 2031
0.116
784
2,876
2,567
Total loans and other borrowings
3,274
3,166
Denominated in the following currencies:
Sterling
1,324
1,345
US dollars
16
44
Euros
1,933
1,777
Other
1
3,274
3,166
Bonds
Interest is payable annually on the dates in the table, at the rates stated.
Revolving Credit Facility (‘RCF’)
The $1,350m facility matures in 2029. A variable rate of interest is payable on amounts drawn. There were no amounts drawn
as at 31 December 2024 or 31 December 2023.
The Group has no uncommitted facilities at 31 December 2024 (2023: $nil).
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
235
Report
Governance
Statements
Financial Statements
Information
22. Net debt
2024
2023
$m
$m
Cash and cash equivalents
1,008
1,322
Loans and other borrowings – current
(398)
(599)
– non-current
(2,876)
(2,567)
Lease liabilities
– current
(26)
(30)
– non-current
(388)
(396)
Principal amounts payable on maturity of derivative
financial instruments (note 23)
(102)
(2)
Net debt
(2,782)
(2,272)
2024
2023
Movement in net debt
$m
$m
Net (decrease)/increase in cash and cash equivalents, net of overdrafts
(269)
339
Add back financing cash flows in respect o
f other components of net debt:
Principal element of lease payments
46
28
Issue of long-term bonds
(834)
(657)
Repayment of long-term bonds
547
Settlement of currency swaps
45
(196)
(629)
Increase in net debt arising from cash
flows
(465)
(290)
Other movements:
Lease liabilities
(36)
(25)
Increase in accrued interest
(6)
(2)
Exchange and other adjustments
(3)
(104)
(45)
(131)
Increase in net debt
(510)
(421)
Net debt at beginning of the year
(2,272)
(1,851)
Net debt at end of the year
(2,782)
(2,272)
Net debt as calculated for bank covenants can be found on page 238.
236
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
22. Net debt
continued
Loans and other borrowings (excluding bank overdrafts), lease liabilities and currency swaps and forwards comprise the liabilities
included in the financing activities section o
f the Group statement of cash
flows and their movements are analysed as
follows:
At 1
At 31
January
Financing
Exchange
December
2024
cash flows
adjustments
Other
a,b
2024
$m
$m
$m
$m
$m
Lease liabilities
426
(46)
(2)
36
414
Bonds
3,122
287
(157)
5
3,257
3,548
241
(159)
41
3,671
Currency swaps
20
(45)
103
78
Currency forwards
(15)
11
(4)
3,553
196
(159)
155
3,745
At 1
At 31
January
Financing
Exchange
December
2023
cash flows
adjustments
Other
a,b
2023
$m
$m
$m
$m
$m
Lease liabilities
427
(28)
2
25
426
Bonds
2,341
657
123
1
3,122
2,768
629
125
26
3,548
Currency swaps
4
16
20
Currency forwards
(15)
(15)
2,772
629
125
27
3,553
a. The non-cash increase in lease liabilities principally arises from additions and other re-measurements.
b. The change in value of currency swaps represents fair value movements and additions.
23. 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 funds, 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 o
f a
financial instrument will fluctuate because o
f 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
Movements in foreign exchange rates can affect the Group’s reported pro
fit or loss, net liabilities and its interest cover. The most
significant exposures o
f the Group are in currencies that are freely convertible. The Group’s reported debt has an exposure to
borrowings held in sterling and euros. After the effect of currency swaps, the Group holds its bond debt in sterling, which is the
primary currency of shareholder returns, and in US dollars, the predominant currency of the Group’s revenue and cash
flows.
US dollar borrowings or currency derivatives also act as a net investment hedge of US dollar denominated assets.
When the Group borrows in currencies different from the functional currency of the borrowing entity, currency swaps are
transacted at the same time to minimise foreign exchange risk. Currency swaps were transacted against the €500m 2.125%
2027 and €500m 1.625% 2024 bonds, in November 2018 and October 2020 respectively, swapping the bonds’ proceeds and
interest flows into sterling. Similar currency swaps were transacted against the €600m 4.375% 2029 bonds in November 2023 and
€750m 3.625% 2031 bonds in September 2024, swapping the bond proceeds and interest flows into US dollars (see page 237).
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. With the exception o
f overdrafts, 100% of borrowings were
fixed rate debt at 31 December 2024
(2023: 100%).
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
237
Report
Governance
Statements
Financial Statements
Information
23. 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 24) as follows:
2024
2023
Derivatives
$m
$m
Currency swaps
(78)
(20)
Currency forwards
4
15
(74)
(5)
Analysed as:
Non-current assets
4
20
Current liabilities
(25)
Non-current liabilities
(78)
(74)
(5)
The carrying amount of currency swaps and forwards comprises $102m loss (2023: $2m loss) relating to exchange
movements on the underlying principal, included within net debt (see note 22), and a $28m gain (2023: $3m loss) relating
to other fair value movements.
Details of the credit risk on derivative
financial instruments are included on page 239.
Currency swaps and forwards have been transacted as follows:
Date of
Hedge
Pay
Interest
Receive
Interest
designation
type
leg
rate
leg
rate
Maturity
Risk
Hedged item
November 2018
Cash flow
£436m
3.5%
€500m
2.125%
May 2027
Foreign exchange
€500m 2.125% bonds 2027
October 2020
Cash flow
£454m
2.7%
€500m
1.625%
October 2024
Foreign exchange
€500m 1.625% bonds 2024
November 2023
Cash flow
$657m
6.0%
€600m
4.375%
November 2029
Foreign exchange
€600m 4.375% bonds 2029
September 2024
Cash flow
$834m
4.9%
€750m
3.625%
September 2031
Foreign exchange
€750m 3.625% bonds 2031
October 2023
Net
$425m
n/a
£344m
n/a
October 2028
Spot foreign
Net assets of speci
fied
investment
exchange
subsidiaries with US dollar
foreign currency
Cash flow hedges
There is an economic relationship between the hedged item and the hedging instrument as the critical terms are aligned,
such that the hedge ratio is 1:1.
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 a $90m loss (2023: $14m loss).
Hedge ineffectiveness arises where the cumulative change in the fair value of the swaps exceeds the change in fair value
of the future cash
flows o
f the bonds, and may be 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 cumulative ineffectiveness in 2024 or 2023.
Amounts recognised in the cash flow hedge reserves are analysed in note 28.
Net investment hedges
The Group currently 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 RCF;
Long-dated currency forward contracts; and
Certain short-dated foreign exchange swaps.
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 borrowings or foreign exchange swaps
or forwards. The hedge ratio is 1:1 as the underlying risk of the hedging instrument is identical to the hedged risk component.
Hedge effectiveness is assessed by comparing changes in the carrying amount of the hedging instrument that is attributable
to a change in the spot rate with changes in the investment in the foreign operation due to movements in the spot rate.
The change in value of hedging instruments recognised in the currency translation reserve through other comprehensive
income was a loss of $7m (2023: $15m gain). There was no ineffectiveness recognised in the Group income statement
during the current or prior year.
238
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
23. 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 pro
fit
or loss before tax and net liabilities, and the impact of a rise in US dollar and sterling interest rates on the Group’s pro
fit be
fore 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.
2024
2023
2022
$m
$m
$m
(Decrease)/increase in profit be
fore tax
Sterling: US dollar exchange rate
$0.05 fall
(38)
(14)
(3)
Euro: US dollar exchange rate
$0.05 fall
(7)
(3)
US dollar interest rates
1% increase
4
2
4
Sterling interest rates
1% increase
3
9
4
Decrease/(increase) in net liabilities
Sterling: US dollar exchange rate
$0.05 fall
3
(12)
27
Euro: US dollar exchange rate
$0.05 fall
25
49
50
Sterling: euro exchange rate
€0.05 fall
31
64
60
A strengthening of US dollar against sterling has a greater effect on pro
fit be
fore tax than on net liabilities as this mainly impacts
balances between Group companies which are eliminated on consolidation.
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.
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 $2m (2023: $30m) is held in countries where repatriation
is restricted (see note 17).
Medium- and long-term borrowing requirements are met through committed bank facilities and bonds as detailed in note 21.
The RCF contains two financial covenants: interest cover (Covenant EBITDA: Covenant interest payable) and a leverage ratio
(Covenant net debt: Covenant EBITDA). These are tested at half year and full year on a trailing 12-month basis.
31 December
2024
a
Covenant test levels for RCF
Leverage
<4.0x
Interest cover
>3.5x
2024
2023
2022
Covenant measures
Covenant EBITDA ($m)
1,195
1,086
896
Covenant net debt ($m)
2,804
2,328
1,898
Covenant interest payable ($m)
123
88
109
Leverage
2.35
2.14
2.12
Interest cover
9.72
12.34
8.22
a. The same covenant test levels also applied at 31 December 2023 and 2022.
The interest margin payable on the RCF is linked to the Group’s credit rating and is currently 0.60%.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
239
Report
Governance
Statements
Financial Statements
Information
23. Financial risk management and derivative financial instruments
continued
The following are the undiscounted contractual cash
flows o
f
financial liabilities, including interest payments and derivative
financial instruments. Liabilities relating to the Group’s de
ferred 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.
Between
Between
Less than
1 and 2
2 and 5
More than
1 year
years
years
5 years
Total
31 December 2024
$m
$m
$m
$m
$m
Non-derivative financial liabilities:
Bank overdrafts
17
17
Bonds
482
531
1,859
837
3,709
Lease liabilities
52
50
139
3,125
3,366
Trade and other payables (excluding deferred and contingent
purchase consideration)
589
1
1
3
594
Contingent purchase consideration
39
42
81
Financial guarantee contracts
31
31
Derivative financial instruments:
Currency swaps hedging bonds inflows
(66)
(66)
(1,324)
(837)
(2,293)
Currency swaps hedging bonds outflows
101
100
1,457
916
2,574
Forward currency contract inflows
(431)
(431)
Forward currency contract outflows
425
425
Between
Between
Less than
1 and 2
2 and 5
More than
1 year
years
years
5 years
Total
31 December 2023
$m
$m
$m
$m
$m
Non-derivative financial liabilities:
Bank overdrafts
44
44
Bonds
644
464
1,681
694
3,483
Lease liabilities
57
52
130
3,164
3,403
Trade and other payables (excluding deferred and contingent
purchase consideration)
651
1
3
2
657
Deferred and contingent purchase consideration
13
81
94
Financial guarantee contracts
50
50
Derivative financial instruments:
Currency swaps hedging bonds inflows
(604)
(41)
(664)
(694)
(2,003)
Currency swaps hedging bonds outflows
653
59
704
696
2,112
Forward currency contract inflows
(438)
(438)
Forward currency contract outflows
425
425
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 S&P, 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.
240
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
23. Financial risk management and derivative financial instruments
continued
The table below analyses the Group’s short-term deposits, money market funds and repurchase agreement collateral classi
fied
as cash and cash equivalents by counterparty credit rating:
BBB+ and
AAA
AA+
AA
AA-
A+
A
A-
below
Total
31 December 2024
$m
$m
$m
$m
$m
$m
$m
$m
$m
Short-term deposits
41
107
249
14
411
Money market funds
415
415
Repurchase agreement collateral
26
9
2
3
40
BBB+ and
AAA
AA+
AA
AA-
A+
A
A-
below
Total
31 December 2023
$m
$m
$m
$m
$m
$m
$m
$m
$m
Short-term deposits
129
147
258
77
21
632
Money market funds
375
375
Repurchase agreement collateral
110
6
20
136
Capital risk management
The Group’s 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,
while maintaining maximum operational flexibility and ensuring the Group is able to continue as a going concern. 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 2024 (which differs from the ratio as calculated
for covenant tests) was 2.34 (2023: 2.09).
The Group currently has a senior unsecured long-term credit rating of BBB from S&P and a Baa2 rating from Moody’s. In the
event of the S&P rating being downgraded below BBB- (a downgrade of two levels) there would be an additional step-up coupon
of 1.25% payable on the bonds maturing between 2025 and 2029 and in the event of the Moody’s rating being downgraded
below Baa3 (a downgrade of two levels) there would be an additional step-up coupon of 1.25% payable on the bonds maturing
in 2029. The bonds maturing in 2031 do not have a step-up coupon.
24. Classification and measurement o
f
financial instruments
Accounting classification and
fair value hierarchy
2024
2023
Not
Not
categorised
categorised
as a
as a
Hierarchy
Fair
Amortised
financial
Fair
Amortised
financial
of fair value
value
a
cost
instrument
Total
value
a
cost
instrument
Total
measurement
$m
$m
$m
$m
$m
$m
$m
$m
Financial assets
Other financial assets
1,3
b
169
50
219
124
68
192
Cash and cash equivalents
1
415
593
1,008
375
947
1,322
Derivative financial
instruments
2
4
4
20
20
Deferred compensation
plan investments
1
286
286
250
250
Trade and other
receivables
697
123
820
651
102
753
Financial liabilities
Derivative financial
instruments
2
(78)
(78)
(25)
(25)
Deferred compensation
plan liabilities
1
(286)
(286)
(250)
(250)
Loans and other
borrowings
(3,274)
(3,274)
(3,166)
(3,166)
Trade and other payables
3
(73)
(594)
(61)
(728)
(69)
(670)
(47)
(786)
a. With the exception of equity securities of $89m (2023: $87m) measured at fair value through other comprehensive income, all are measured at fair value
through profit or loss. O
f those, the
financial assets related to the de
ferred compensation plan investments were designated as such upon initial recognition.
b. Of those measured at fair value, $43m (2023: $14m) are Level 1 and $126m (2023: $110m) are Level 3.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
241
Report
Governance
Statements
Financial Statements
Information
24. Classification and measurement o
f
financial instruments
continued
Financial assets and liabilities measured at amortised cost whose carrying amount is not a reasonable approximation of fair value
are as follows:
2024
2023
Hierarchy of
Carrying
fair value
value
Fair value
Carrying value
Fair value
measurement
$m
$m
$m
$m
€500m 1.625% bonds 2024
1
555
545
£300m 3.75% bonds 2025
1
381
373
387
373
£350m 2.125% bonds 2026
1
441
418
449
416
€500m 2.125% bonds 2027
1
526
513
559
535
£400m 3.375% bonds 2028
1
502
471
509
476
€600m 4.375% bonds 2029
1
623
658
663
689
€750m 3.625% bonds 2031
1
784
786
Right of offset
Cash pooling arrangements (see note 17) and derivative financial instruments (see note 23) are entered into under master
netting arrangements and other similar agreements. These instruments are not offset in the Group statement of
financial position.
Certain loans to and from an associate are offset as described in note 30. There are no other
financial instruments with a
significant 
fair value which are subject to enforceable master netting agreements.
Valuation techniques
Money market funds, deferred compensation plan investments and bonds
The fair value of money market funds (including accounts pledged as security in note 15), deferred compensation plan
investments and bonds is based on their quoted market price.
Unquoted equity securities
Unquoted equity securities are fair valued using a discounted cash
flow model, either internally or using pro
fessional external
valuers. The significant unobservable inputs used to determine the
fair value of the equity securities are RevPAR growth (based
on the market-specific growth assumptions used by external valuers), pre-tax discount rate which ranged
from 6.4% to 10.0%
(2023: 6.4% to 10.0%), and a non-marketability factor which ranged from 20.0% to 30.0% (2023: 20.0% to 30.0%).
There is no material sensitivity arising from changes in assumptions.
Trade deposits and loans
The value of trade deposits and loans measured at FVTPL are reassessed as market interest rates and credit risk assessments
change. The amount recognised is the discounted value of the total expected amount receivable of $31m, discounted using
unobservable interest rates for loans with similar term and risk. There is no signi
ficant sensitivity arising
from changes in
interest rates.
Derivative financial instruments and other payables
Currency swaps and currency forwards 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 was valued at $nil at 31 December 2024 and 2023.
The value is equal to the excess of the amount receivable under the option (which is based on the Group’s capital invested to date)
over fair value. The fair value of the hotel was derived from a pricing opinion provided by a professional external valuer which is
categorised as a Level 3 fair value measurement.
Deferred purchase consideration
Deferred purchase consideration arose in respect of the acquisition of Regent (see below). The
final instalment o
f $13m was
paid in 2024.
242
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
24. Classification and measurement o
f
financial instruments
continued
Contingent purchase consideration
In 2018, the Group acquired a 51% controlling interest in Regent Hospitality Worldwide, Inc (‘RHW’), with put and call options
existing over the remaining 49% shareholding exercisable in a phased manner from 2026 to 2033. The Group has a present
ownership interest in the remaining shares and the acquisition was accounted for as 100% owned with no non-controlling
interest recognised and contingent purchase consideration comprising the present value of the expected amounts payable
on exercise of the options based on the annual trailing revenue of RHW in the year preceding exercise with a
floor applied.
The value of the contingent purchase consideration is subject to periodic reassessment as interest rates and RHW revenue
expectations change. At 31 December 2024, 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 (2023: $7m). If the date for exercising the options is assumed to be 2033 and the amount payable is based on the
floor,
the amount of the undiscounted contingent purchase consideration would be $86m (2023: $86m).
Level 3 reconciliation
Other
Contingent
financial
Other
purchase
assets
payables
consideration
$m
$m
$m
At 1 January 2023
103
(18)
(65)
Valuation losses recognised in other comprehensive income
(2)
Additions
8
Unrealised changes in fair value
a
18
(4)
Exchange and other adjustments
1
At 31 December 2023
110
(69)
Additions
20
Unrealised changes in fair value
(4)
Repayments and disposals
(4)
At 31 December 2024
126
(73)
a. The change in the fair value of other payables was recognised within share of pro
fits/(losses)
from associates and joint ventures in the Group income statement
and was presented as an exceptional item (see note 6).
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
243
Report
Governance
Statements
Financial Statements
Information
25. Reconciliation of pro
fit
for the year to cash
flow
from operations
2024
2023
2022
$m
$m
$m
Profit
for the year
628
750
376
Adjustments for:
Net financial expenses
140
52
96
Fair value losses/(gains) on contingent purchase consideration
4
4
(8)
Income tax charge
269
260
164
Operating profit adjustments:
Impairment loss/(reversal) on financial assets
10
(1)
5
Other net impairment (reversals)/charges
(5)
Other operating exceptional items
12
(28)
100
Depreciation and amortisation
65
67
68
87
38
168
Contract assets deduction in revenue
43
37
32
Share-based payments cost
44
36
30
Share of pro
fits o
f associates and joint ventures (before exceptional items)
(10)
(13)
(1)
77
60
61
System Fund adjustments:
Depreciation and amortisation
80
83
86
Impairment loss on financial assets
9
7
Other impairment charges
3
Share-based payments cost
23
20
16
Share of losses of associates
2
3
1
117
106
110
Working capital and other adjustments:
Increase in deferred revenue
214
123
108
Increase in trade and other receivables
(106)
(70)
(132)
(Decrease)/increase in trade and other payables
(45)
31
121
Other adjustments
(7)
(5)
4
56
79
101
Cash flows relating to exceptional items
8
(29)
(43)
Contract acquisition costs, net of repayments
(237)
(101)
(64)
Total adjustments
521
469
585
Cash flow
from operations
1,149
1,219
961
In 2024, increase in deferred revenue includes $100m of initial upfront payments received in relation to co-branding agreements
which will be recognised over the term of those agreements.
244
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
26. Retirement benefits
UK
Since 2014, UK retirement and death in service benefits are provided
for eligible employees by the IHG UK De
fined Contribution
Pension Plan. Members 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 de
fined benefit plan, the InterContinental Hotels UK Pension Plan, was wound up in 2015
following the completion
of the buy-out and transfer of the de
fined benefit obligations to Rothesay Li
fe.
Residual defined benefit obligations remain in respect o
f additional bene
fits provided to members o
f an unfunded pension
arrangement (‘UK plan’) who were affected by lifetime or annual allowances under the former de
fined 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 bene
fit payment obligations o
f the remaining
members as they fall due. A charge over certain ring-fenced accounts totalling $31m (£25m) at 31 December 2024 (see note 15)
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, which involved certain
qualifying members receiving lump-sum cash-out payments with the remaining pension obligations subject to a buy-out by
Banner Life Insurance Company, a subsidiary of Legal & General America.
The Group continues to maintain the unfunded Inter-Continental Hotels Non-quali
fied Pension Plans (‘US plans’) and un
funded
Inter-Continental Hotels Corporation Postretirement Medical, Dental, Vision and Death Benefit Plan (‘US post-retirement plan’),
both of which are de
fined 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 post-employment benefits
The Group maintains immaterial post-employment benefit plans in countries including the Philippines, Dubai, India, Mexico
and Thailand which are accounted for as de
fined benefit plans.
At 31 December 2024, the net retirement benefit asset relating to the Philippines plan was $3m (2023: $3m) comprising plan
assets of $13m (2023: $12m) and a de
fined benefit obligation o
f $10m (2023: $9m).
A retirement benefit liability totalling $7m was recognised in respect o
f all other countries’ plans. Disclosures in this note
concerning assumptions, sensitivities, estimates future bene
fit payments and duration o
f pension obligations relate to the
UK and US plans and the US post-retirement plan and are not provided in relation to these immaterial plans.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
245
Report
Governance
Statements
Financial Statements
Information
26. Retirement benefits
continued
Movement in retirement benefit obligations
2024
2023
2022
$m
$m
$m
At 1 January
66
66
92
Recognised in profit or loss
Interest expense
5
3
2
5
3
2
Recognised in other comprehensive income
Actuarial (gain)/loss arising from changes in:
Demographic assumptions
(1)
(1)
Financial assumptions
(3)
2
(22)
Experience adjustments
(1)
1
2
Re-measurement (gain)/loss
(4)
2
(21)
Exchange and other adjustments
7
(2)
3
2
(23)
Other
Group contributions
(6)
(5)
(5)
(6)
(5)
(5)
At 31 December
68
66
66
Comprising:
UK plan
17
19
18
US plans
31
34
35
US post-retirement plan
13
13
13
Other post-employment benefit plans
7
68
66
66
The value of bene
fits paid is equal to contributions paid into the plans by the Group.
Assumptions
The principal financial assumptions used by the actuaries to determine the defined benefit obligations are:
2024
2023
2022
%
%
%
UK plan only:
Pension increases
3.2
3.1
3.2
Inflation rate
3.2
3.1
3.2
Discount rate:
UK plan
5.6
4.8
5.0
US plans
5.3
4.7
4.9
US post-retirement plan
5.3
4.7
4.9
US healthcare cost trend rate assumed for the next year:
Pre-65 (ultimate rate reached in 2035)
8.6
7.8
6.9
Post-65 (ultimate rate reached in 2035)
9.7
8.6
7.3
Ultimate rate that the cost rate trends to
4.5
4.5
4.5
246
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
26. Retirement benefits
continued
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_2023 model and a 1.25% per annum long-term trend and
a smoothing parameter (‘s-kappa’) of 7.0 with weightings of 92% and 86% for pensioners and 87% and 86% 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-2021 mortality tables.
The assumptions applied to the UK plan and US plans for life expectancy at retirement age are as follows:
UK
US
2024
2023
2022
2024
2023
2022
years
years
years
years
years
years
Current pensioners at 65
a
– male
23
23
24
22
22
22
– female
25
25
26
23
23
23
Future pensioners at 65
b
– male
23
23
25
23
23
23
– female
25
25
27
25
25
25
a. Relates to assumptions based on longevity following retirement at the end of the reporting period.
b. Relates to assumptions based on longevity relating to an employee retiring in 2044.
The assumptions allow for expected increases in longevity.
Sensitivities
Changes in assumptions used for determining retirement bene
fit 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 o
f in
flation,
the assumed mortality rate and the healthcare costs trend rate. The sensitivity analysis below relates to the increase/(decrease)
in the benefit obligation and is based on extrapolating reasonable changes in these assumptions, using year-end conditions
and assuming no interdependency between the assumptions:
2024
2023
$m
$m
Discount rate
1% decrease
5
6
1% increase
(5)
(6)
Inflation rate
0.25% decrease
(1)
(1)
0.25% increase
1
Mortality rate
One-year increase
2
3
Healthcare costs trend rate
1% decrease
(1)
(1)
1% increase
1
1
Estimated future bene
fit payments
2024
2023
$m
$m
Within one year
5
5
Between one and five years
20
21
More than five years
81
86
106
112
Average duration of pension obligations
2024
2023
years
years
UK plan
12.0
13.0
US plans
7.1
7.5
US post-retirement plan
7.4
8.0
Defined contribution plans
The Group also operates a number of smaller pension plans outside the UK, the most signi
ficant o
f which is a de
fined
contribution plan in the US which is designed to comply with the requirements of the Internal Revenue Code Section 409A.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
247
Report
Governance
Statements
Financial Statements
Information
27. Share-based payments
In 2023, the new Deferred Award Plan rules (‘DAP’) replaced the IHG Annual Performance Plan (‘APP’) and Long Term
Incentive Plan (‘LTIP’) as a simplified, combined set o
f plan rules which govern the Company’s discretionary incentive plans.
Awards granted under the DAP can consist of Deferred Annual Incentive (‘DAI’), Long-Term Incentive (‘LTI’), Restricted Stock
Unit (‘RSU’) and other ad hoc awards.
The DAP rules were approved at the AGM on 5 May 2023, with all LTI and RSU awards granted after this date and DAI awards
granted in respect of 2024 and future APP years being subject to the rules of the DAP. All previously granted awards are subject
to the LTIP and APP rules respectively.
Annual Performance/Deferred Annual Incentive Awards
Eligible employees (including Executive Directors) may receive all or part of their bonus in the form of deferred shares and/or
receive one-off awards of shares. Deferred shares in relation to annual performance-related bonus plans are released on the
third anniversary of the award date. Awards are conditional on the participants remaining in the employment of a participating
company or leaving for a qualifying reason. The grant of deferred shares under the APP/DAP is at the discretion of the
Remuneration Committee.
The number of shares is calculated by dividing a speci
fic percentage o
f the participant’s annual performance-related bonus
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.
Long Term Incentive and Restricted Stock Units
Executive Directors and eligible employees may receive conditional share awards, which normally have a vesting period of
three years, subject to continued employment. In addition, certain LTI awards made to Executive Directors are normally subject
to a further two-year holding period after vesting.
LTI awards are subject to performance-based vesting conditions set by the Remuneration Committee, which are normally
measured over the vesting period.
Awards are normally made annually and, except in exceptional circumstances, do not exceed the limit set out in the Directors’
Remuneration Policy and DAP Rules.
Colleague Share Plan
The Colleague Share Plan gives eligible corporate employees the opportunity to purchase shares up to an annual limit. 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.
The total fair value of the Colleague Share Plan is not signi
ficant.
More detailed information on the performance measures for awards to Executive Directors is shown in the Directors’ Remuneration Report on pages 144 to 149.
Costs relating to share-based payment transactions
2024
2023
2022
$m
$m
$m
Equity-settled
Operating profit be
fore System Fund, reimbursables and exceptional items
37
31
28
System Fund
23
20
16
60
51
44
Cash-settled
Operating profit be
fore System Fund, reimbursables and exceptional items
7
5
2
67
56
46
No consideration was received in respect of ordinary shares issued under option schemes during 2024, 2023 or 2022.
248
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
27. Share-based payments
continued
Option pricing models, assumptions and movements in awards outstanding
APP
LTIP
 
Monte Carlo Simulation, Binomial
Binomial valuation model
and Finnerty valuation models
Option pricing models and assumptions
2024
2023
2022
2024
2023
2022
Weighted average share price (pence)
8,481.8
5,571.7
5,018.3
7,940.0
5,318.0
4,875.0
Expected dividend yield
2.12%
2.52% to 2.77%
2.29% to 2.67%
Risk-free interest rate
4.20%
3.85%
1.29%
Volatility
a
26%
29% to 30%
35% to 45%
Term (years)
2.2
2.3
1.7
3.0
3.0
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.
APP/DAP
LTIP/DAP
Deferred shares/
Performance-related
Restricted stock
Number of share awards (thousands)
one-off awards
awards/LTI
units
Outstanding at 1 January 2022
348
872
1,350
Granted
236
323
706
Vested
(254)
(23)
(391)
Lapsed or cancelled
(9)
(239)
(90)
Outstanding at 31 December 2022
321
933
1,575
Granted
214
329
683
Vested
(186)
(180)
(533)
Lapsed or cancelled
(17)
(246)
(63)
Outstanding at 31 December 2023
332
836
1,662
Granted
104
279
495
Vested
(44)
(136)
(402)
Lapsed or cancelled
(6)
(148)
(106)
Outstanding at 31 December 2024
386
831
1,649
Fair value of awards granted during the year (cents)
2024
10,837.6
5,812.6
10,302.3
2023
6,926.4
3,169.7
6,351.0
2022
6,180.2
3,770.0
5,656.4
Weighted average remaining contract life (years)
At 31 December 2024
0.9
1.1
1.1
At 31 December 2023
1.5
1.3
1.3
At 31 December 2022
1.0
1.1
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 8,225.7p (2023: 5,470.3p,
2022: 4,950.5p) including Colleague Share Plan. The closing share price on 31 December 2024 was 9,954.0p (31 December 2023:
7,090.0p, 31 December 2022: 4,744.0p) and the range during the year was 7,016.0p to 10,180.0p (2023: 4,832.0p to 7,118.0p,
2022: 4,193.0p to 5,338.0p).
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
249
Report
Governance
Statements
Financial Statements
Information
28. Equity
Equity share capital
Equity
Number
Nominal
Share
share
of shares
value
premium
capital
Allotted, called up and fully paid
millions
$m
$m
$m
At 1 January 2022 (ordinary shares of 20
340
399
p each)
187
53
101
154
Repurchased and cancelled under share repurchase programme
(4)
(1)
(1)
Exchange adjustments
(6)
(10)
(16)
At 31 December 2022 (ordinary shares of 20
340
399
p each)
183
46
91
137
Repurchased and cancelled under share repurchase programme
(11)
(3)
(3)
Exchange adjustments
3
4
7
At 31 December 2023 (ordinary shares of 20
340
399
p each)
172
46
95
141
Repurchased and cancelled under share repurchase programme
(7)
(2)
(2)
Exchange adjustments
(1)
(1)
(2)
At 31 December 2024 (ordinary shares of 20
340
399
p each)
165
43
94
137
In February 2024, the Board approved a $800m share buyback programme which completed on 27 December 2024.
In February 2023, the Board approved a $750m share buyback programme which completed on 29 December 2023.
In August 2022, the Board approved a $500m share buyback programme which completed on 31 January 2023.
In the year ended 31 December 2024, 7.5m shares were repurchased for total consideration of $812m including $20m taxes and
transaction costs and subsequently cancelled. The cost of treasury shares and related transaction costs have been deducted
from retained earnings.
In the year ended 31 December 2023, 10.9m shares were repurchased for total consideration of $790m including $28m taxes
and transaction costs and subsequently cancelled. Of the total consideration, $38m related to the completion of the 2022
programme and $752m related to the 2023 programme.
In the year ended 31 December 2022, 9.1m shares were repurchased for total consideration of $482m including $2m taxes
and transaction costs, of which 4.5m were held as treasury shares and 4.6m were cancelled.
When approving shareholder returns in 2024, 2023 and 2022, the Board first reviewed the Parent Company Financial Statements
to confirm availability o
f sufficient distributable reserves.
For each of the share buyback programmes undertaken, authority was given to the Company at the respective AGM prior
to commencement of the buyback.
In February 2025, the Board approved a further $900m share buyback programme to be completed by the end of 2025.
A resolution to renew the authority to repurchase shares will be put to shareholders at the AGM on 8 May 2025.
The Company no longer has an authorised share capital.
Shares held by employee share trusts
Number of
shares
Carrying value
Market value
millions
$m
$m
31 December 2024
1.2
63.0
144.9
31 December 2023
0.8
35.0
73.6
31 December 2022
1.1
37.0
62.8
Shares held by employee share trusts includes 0.2m shares (2023: 0.2m shares) held in a nominee account on behalf
of participants.
250
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
28. Equity
continued
Treasury shares
Number of
Nominal
shares
value
millions
$m
At 1 January 2022
3.7
1.0
Transferred to employee share trusts
(0.7)
(0.2)
Repurchased under share repurchase programme
4.5
1.1
At 31 December 2022
7.5
1.9
Transferred to employee share trusts
(0.5)
(0.1)
Exchange adjustments
0.1
At 31 December 2023
7.0
1.9
Transferred to employee share trusts
(0.8)
(0.2)
Exchange adjustments
(0.1)
At 31 December 2024
6.2
1.6
Cash flow hedge reserves
Cash flow
Cost of
hedge
hedging
reserve
reserve
Total
$m
$m
$m
At 1 January 2022
16
(11)
5
Costs of hedging deferred and recognised in other comprehensive income
3
3
Change in fair value of currency swaps recognised in other comprehensive income
33
33
Reclassified
from other comprehensive income to pro
fit or loss – included in
financial expenses
(43)
(43)
Deferred tax
2
2
At 31 December 2022
8
(8)
Change in fair value of currency swaps recognised in other comprehensive income
(30)
(30)
Reclassified
from other comprehensive income to pro
fit or loss – included in
financial expenses
28
28
At 31 December 2023
6
(8)
(2)
Costs of hedging deferred and recognised in other comprehensive income
(11)
(11)
Change in fair value of currency swaps recognised in other comprehensive income
(113)
(113)
Reclassified
from other comprehensive income to pro
fit or loss – included in
financial expenses
165
165
Deferred tax
(11)
(11)
At 31 December 2024
47
(19)
28
Amounts reclassified
from other comprehensive income to
financial expenses comprise $28m (2023: $14m, 2022: $14m)
net interest payable on the currency swaps and an exchange loss of $137m (2023: $14m loss, 2022: $57m gain) which offsets
a corresponding gain or loss on the hedged bonds.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
251
Report
Governance
Statements
Financial Statements
Information
29. Contingencies and commitments
2022 criminal unauthorised access to technology systems
On 6 September 2022, the Group announced that parts of the Group’s technology systems had been subject to unauthorised
activity causing disruption to IHG’s booking channels and other applications. No evidence of unauthorised access to systems
storing guest data was identified and precautionary regulatory notifications were filed and have been closed. A previously filed
class action was dismissed in its entirety during 2024 and the contingent liability has been eliminated.
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 material effect on the Group’s financial position or profitability.
Previously reported contingent liabilities have been resolved or are considered remote.
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 19), it is not possible to quantify any loss to which these proceedings 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.
Other items
The Group had total commitments for capital expenditure of $8m at 31 December 2024 (2023: $10m). The Group has also
committed to invest $16m in one joint venture (2023: $3m in one associate).
30. Related party disclosures
Key management personnel
2024
2023
2022
Total compensation
$m
$m
$m
Short-term employment benefits
20.1
18.6
18.7
Contributions to defined contribution pension plans
0.4
0.5
0.5
Equity compensation benefits
a
16.4
15.8
13.4
36.9
34.9
32.6
a. As measured in accordance with IFRS 2 ‘Share-based Payment’.
There were no other transactions with key management personnel, defined as the Board and Executive Committee, during the
years ended 31 December 2024, 2023 or 2022.
Associates and joint ventures
2024
2023
2022
$m
$m
$m
Fee revenue
12
11
9
Amounts receivable (net)
41
19
10
Amounts payable
(10)
The Group has a performance guarantee with a maximum exposure remaining of $4m (2023: $6m) for one associate.
The Group funds shortfalls in owner returns relating to the Barclay associate (see note 14). In addition, loans both to and from
the Barclay associate of $237m (2023: $237m) are offset in accordance with the provisions of IAS 32 ‘Financial Instruments:
Presentation’ and presented net in the Group statement of
financial position. Interest payable and receivable under the loans
is equivalent. The loans have an average interest rate of 4.1% (2023: 4.0%) and interest is presented net in the Group income
statement. Notes 6 and 14 contain details of other transactions with the Barclay associate.
Amounts receivable include $34m preferred equity investments in three associates (2023: $12m in two associates) which are
presented within other financial assets. The
face value of these receivables is $43m, the difference to book value being due
to discounting for time value of money and provisions for expected credit losses.
The closing loan and preferred equity balances above represent the maximum amount outstanding during the year.
252
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
31. System Fund and reimbursables
System Fund and reimbursable revenues and expenses comprise:
2024
2023
2022
$m
$m
$m
System Fund revenues
1,611
1,564
1,217
Reimbursable revenues
1,000
896
832
System Fund and reimbursable revenues
2,611
2,460
2,049
System Fund expenses
(1,694)
(1,545)
(1,322)
Reimbursable expenses
(1,000)
(896)
(832)
System Fund and reimbursable expenses
(2,694)
(2,441)
(2,154)
System Fund revenues include:
2024
2023
2022
$m
$m
$m
Loyalty programme revenues, net of the cost of point redemptions
355
379
228
Marketing, reservation and other hotel fees
1,256
1,185
989
System Fund expenses include:
2024
2023
2022
$m
$m
$m
Marketing
520
498
408
Staff costs
436
399
341
Depreciation and amortisation
80
83
86
Impairment loss on trade receivables (note 16)
9
7
Other net impairment charges (note 11)
3
32. Events after the reporting period
On 17 February 2025, the Group completed the acquisition of the Ruby brand and related intellectual property (“Ruby brand”)
from the Ruby Group for initial purchase consideration of €110.5m ($116m). Future payments to incentivise growth may be
payable in 2030 and/or 2035 totalling up to €181m ($190m), contingent on the number of Ruby branded rooms operated
by the seller at the end of the preceding year.
The Group expects to account for the transaction as an asset purchase and to recognise an intangible asset for the Ruby
brand at cost, comprising the initial payment and the present value of expected future payments. Due to the proximity of
the transaction to the date of these
financial statements, the estimate has not been finalised. Further details will be provided
in the interim results for 2025.
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
253
Report
Governance
Statements
Financial Statements
Information
33. 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 e
ffective percentage of equity owned as at 31 December 2024
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
10000 Champion Acquisition LLC (k)
24th Street JV Development LLC (k)
24th Street Operator Sub, LLC (k)
2250 Blake Street Hotel, LLC (k)
36th Street IHG Sub, LLC (k)
426 Main Ave, LLC (k)
46 Nevins Street Associates, LLC (k)
Alpha Kimball Hotel, LLC (k)
Asia Pacific Holdings Limited (n)
Barclay Operating Corp. (k)
BHMC Canada Inc. (o)
BHR Holdings B.V. (p)
BHR Pacific Holdings, Inc. (k)
BHTC Canada Inc. (o)
Blythswood Square Glasgow Hotel
OpCo Limited (n)
BOC Barclay Sub LLC (k)
Bristol Oakbrook Tenant Company (k)
Cambridge Lodging LLC (k)
Capital Lodging LLC (k)
CECNY Land Holdings LLC (k)
CF Irving Owner, LLC (k)
CF McKinney Owner, LLC (k)
Compañia Inter-Continental De Hoteles
El Salvador SA (n)
Crowne Plaza, LLC (k)
Cumberland Akers Hotel, LLC (k)
Dunwoody Operations, LLC (k)
Edinburgh George Street Hotel OpCo Limited (n)
EVEN Real Estate Holding LLC (k)
Grand Central Glasgow Hotel OpCo Limited (n)
Guangzhou SC Hotels Services Ltd. (t)
Hawthorne Land Holdings LLC (k)
HC International Holdings, Inc. (k)
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. (ab)
Holiday Inns (China) Limited (cu)
Holiday Inns (Courtalin) Holding SAS (x)
Holiday Inns (Courtalin) SAS (x)
Holiday Inns (Germany), LLC (k)
Holiday Inns (Jamaica), Inc. (k)
Holiday Inns (Middle East) Limited (cu)
Holiday Inns (Philippines), Inc. (k)
Holiday Inns (Saudi Arabia), Inc. (k)
Holiday Inns (Thailand) Limited (cu)
Holiday Inns (U.K.), Inc. (k)
Holiday Inns Crowne Plaza (Hong Kong), Inc. (k)
Holiday Inns Holdings (Australia) Pty Limited (aa)
Holiday Inns, Inc. (k)
Holiday Inns of Belgium N.V. (ad)
Holiday Pacific Equity Corporation (k)
Holiday Pacific Limited Liability Company (k)
Holiday Pacific Partners Limited Partnership (k)
Hotel InterContinental London (Holdings)
Limited (n)
Hotel Inter-Continental London Limited (n)
Hoteles Y Turismo HIH SRL (n)
IC Hotelbetriebsführungs GmbH (ae)
IC Hotels Management (Portugal) Unipessoal,
Lda (af)
IC International Hotels Limited Liability
Company (ag)
IHC Arabia for Management, LLC (u)
IHC Hopkins (Holdings) Corp. (k)
IHC Hotel Limited (n)
IHC Hotel Management (EGY) LLC (ac)
IHC London (Holdings) (s)
IHC May Fair Hotel Limited (n)
IHC M-H (Holdings) Corp. (k)
IHC Overseas (U.K.) Limited (n)
IHC Willard (Holdings) Corp. (k)
IHG (Dominica) Ltd. (bk)
IHG (Marseille) SAS (x)
IHG (Myanmar) Limited (ah)
IHG (Thailand) Limited (bu)
IHG Bangkok Ltd. (v)
IHG Brasil Administracao de Hoteis e
Servicos Ltda (ak)
IHG Commissions Services SRL (co)
IHG de Argentina SA (al)
IHG ECS (Barbados) SRL (co)
IHG Finance LLC (k)
IHG Franchising Brasil Ltda. (bd)
IHG Franchising DR Corporation (k)
IHG Franchising, LLC (k)
IHG Honduras S. de R.L. (cq)
IHG Hotels (New Zealand) Limited (an)
IHG Hotels Limited (n)
IHG Hotels Management (Australia) Pty
Limited (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 Korea Management LLC (cj)
IHG Management (Maryland), LLC (k)
IHG Management (Netherlands) B.V. (p)
IHG Management d.o.o. Beograd (cc)
IHG Management MD Barclay Sub, LLC (k)
IHG Management SL d.o.o. (bo)
IHG Mexico Operaciones SA de CV (ab)
IHG Middle East Management
Consultancies LLC (br)
IHG Peru SRL (cf)
IHG PS Nominees Limited (n)
IHG Systems Pty Ltd. (aa)
IHG Szalloda Budapest Szolgaltato Kft. (at)
IHG Technology Solutions, LLC (k)
IHG Universal Blvd Member LLC (k)
InterContinental Berlin Service Company
GmbH (au)
InterContinental (PB) 1 (n)
InterContinental (PB) 3 Limited (n)
Intercontinental D.C. Operating Corp. (k)
Inter-Continental Florida Partner Corp. (k)
InterContinental Gestion Hotelera SLU (by)
InterContinental Hotel Berlin GmbH (au)
Inter-Continental Hoteleira Limitada (aw)
Inter-Continental Hotels (Montreal)
Operating Corp. (ax)
InterContinental Hotels (Puerto Rico) Inc. (az)
Inter-Continental Hotels Corporation (k)
Intercontinental Hotels Corporation Limited (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 (Greater China)
Limited (cu)
InterContinental Hotels Group (India) Private
Limited (aq)
InterContinental Hotels Group (Japan), Inc. (k)
InterContinental Hotels Group (New Zealand)
Limited (an)
InterContinental Hotels Group (Shanghai)
Ltd. (bb)
InterContinental Hotels Group (Vietnam)
Company Limited (q)
InterContinental Hotels Group Customer
Services Limited (s)
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 (k)
InterContinental Hotels Group Services
Company (n)
InterContinental Hotels Italia, S.r.L. (be)
InterContinental Hotels Limited (a) (n)
InterContinental Hotels
Managementgesellschaft mbH (bf)
InterContinental Hotels Management
Montenegro d.o.o. (ce)
InterContinental Hotels Nevada Corporation (k)
InterContinental Hotels of San Francisco, Inc. (k)
Intercontinental 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. (k)
KG Liability LLC (k)
KG Technology, LLC (k)
KHRG 851 LLC (k)
KHRG Aertson LLC (k)
KHRG Allegro, LLC (k)
KHRG Argyle, LLC (k)
KHRG Atlanta Midtown 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)
254
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
33. Group companies
continued
KHRG Buckhead LLC (k)
KHRG Canary LLC (k)
KHRG Cayman LLC (k)
KHRG Cayman Employer Ltd. (cl)
KHRG Charlottesville LLC (k)
KHRG Dallas LLC (k)
KHRG Dallas Beverage Company, LLC (k)
KHRG Employer, 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)
KHRG La Peer LLC (k)
KHRG Miami Beach 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 Porsche Drive LLC (k)
KHRG Reynolds LLC (k)
KHRG Riverplace LLC (k)
KHRG Sacramento 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 Wabash LLC (k)
KHRG Westwood, LLC (k)
KHRG Wilshire LLC (k)
Kimpton Hollywood Licenses LLC (k)
Kimpton Hotel & Restaurant Group, LLC (k)
Kimpton Hotel Frankfurt GmbH (bf)
Kimpton Phoenix Licenses Holdings LLC (k)
Louisiana Acquisitions Corp. (k)
Luxury Resorts and Spas (France) SAS (ck)
Manchester Oxford Street Hotel OpCo Limited (n)
Mercer Fairview Holdings LLC (k)
Met Leeds Hotel OpCo Limited (s)
MH Lodging LLC (k)
Oxford Spires Hotel OpCo Limited (n)
Oxford Thames Hotel OpCo Limited (n)
PML Services LLC (k)
Pollstrong Limited (n)
Powell Pine, Inc. (k)
Priscilla Holiday of Texas, Inc. (k)
Project Capital Lending LLC (k)
PT Regent Indonesia (bh)
PT SC Hotels & Resorts Indonesia (bh)
Raison d’Etre Holdings (BVI) Limited (v)
Raison d’Etre Spas, Sweden AB (av)
Ravinia Republica Dominicana SRL (cs)
Regent Asia Pacific Hotel Management
Limited (bw)
Regent Asia Pacific Management Limited (cp)
Regent Berlin GmbH (bf)
Regent International Hotels Ltd (bw)
Roxburghe Hotel Edinburgh OpCo Limited (n)
Russell London Hotel OpCo Limited (n)
SBS Maryland Beverage Company LLC (k)
SC Leisure Group Limited (n)
SC NAS 2 Limited (s)
SC Quest Limited (s)
SC Reservations (Philippines) Inc. (k)
SCH Insurance Company (bi)
Semiramis for training of Hotel Personnel
and Hotel Management SAE (ch)
Six Continents Holdings Limited (n)
Six Continents Hotels Belize Limited (cb)
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)
SixCo North America, Inc. (k)
Six Senses Americas IP, LLC (k)
Six Senses North America Management, LLC (k)
SLC Sustainable Luxury Cyprus Limited (cr)
SPHC Management Ltd. (bq)
SS Aetna Acquisition, LLC (k)
St. David’s Cardiff Hotel OpCo Limited (n)
Sustainable Luxury Holdings (BVI) Limited (v)
Sustainable Luxury Lanka Private Ltd. (ci)
Sustainable Luxury Maldives Private Limited (w)
Sustainable Luxury Mauritius Limited (as)
Sustainable Luxury Services (BVI) Limited (v)
Sustainable Luxury Singapore Private Limited (ai)
Sustainable Luxury UK Limited (n)
Wotton House Hotel OpCo Limited (s)
WY BLL Owner, LLC (k)
York Station Road Hotel OpCo Limited (s)
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) (aj)
Sustainable Luxury Hospitality (Thailand)
Limited (73.99%) (c) (j) (bl)
Sustainable Luxury Management (Thailand)
Limited (73.99%) (c) (j) (aj)
Sustainable Luxury Operations (Thailand)
Limited (99.9998%) (j) (aj)
Universal de Hoteles SA (99.99%) (j) (bj)
Associates, joint ventures and other
111 East 48th Street Holdings LLC (19.9%)
(g) (h) (k)
131 West 23rd Owner, LLC (0%) (b) (ct)
Alkoer, Sociedad de Responsabilidad Limitada
de Capital Variable (50%) (h) (cg)
ASR-JV One, LLC (0%) (d) (h) (l)
Beijing Orient Express Hotel Co., Ltd.
(16.25%) (bm)
Blue Blood (Tianjin) Equity Investment
Management Co., Limited (30.05%) (bn)
Carr SWW Subventure, LLC (26.67%) (g) (ca)
Carr Waterfront Hotel, LLC (11.73%) (g) (h) (ca)
China Hotel Investment Ltd. (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%) (b) (h) (r)
Gestion Hotelera Gestel, C.A. (50%) (c) (h) (ba)
Groups360, LLC (12.02%) (h) (l)
Inter-Continental Hotels Saudi Arabia Ltd.
(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)
Sustainable Luxury Gravity Global Private
Limited (51%) (h) (bz)
SURF-Samui Pte. Ltd. (49%) (ay)
Tianjin ICBCI IHG Equity Investment Fund
Management Co., Limited (21.04%) (bv)
Universal Blvd Hotel Venture LLC (25%) (k)
Strategic
Group Financial
Parent Company
Additional
Annual Report and Form 20-F 2024
IHG
255
Report
Governance
Statements
Financial Statements
Information
Key
a) Directly owned by InterContinental
Hotels Group PLC
b) 8% cumulative preference shares
c) Ordinary A and ordinary B shares
d) 12.5% cumulative preference shares
e) ¼ vote ordinary shares and
ordinary shares
f)
Ordinary shares, 5% cumulative
preference shares and 7%
cumulative preference shares
g) The entities do not have share
capital and are governed by an
operating agreement
h) Accounted for as associates
and joint ventures due to IHG’s
decision-making rights contained
in the partnership agreement
i)
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
j)
Minority interest relates to one or
more individual shareholders who
are employed or were previously
employed by the entity
Registered addresses
(k)
Three Ravinia Drive, Suite 100, Atlanta,
GA 30346, USA
(l)
251 Little Falls Drive, Suite 400, Wilmington,
New Castle County, DE19808, USA
(m)
Clarendon House, 2 Church Street,
Hamilton HM11, Bermuda
(n)
1 Windsor Dials, Arthur Road, Windsor,
Berkshire, SL4 1RS, UK
(o)
333 Bay Street, Suite 400, Toronto M5H 2R2,
Ontario, Canada
(p)
Kingsfordweg 151, 1043 GR Amsterdam,
The Netherlands
(q)
Room No. 23, Floor 16, Saigon Tower
Building, 29 Le Duan Street, Ben Nghe Ward,
District 1, Ho Chi Minh City, Vietnam
(r)
The Corporation Trust Centre, 1209 Orange
Street, Wilmington, DE 19801, USA
(s)
c/o BDO LLP, 5 Temple Square, Liverpool,
L2 5RH, UK
(t)
Building 4, No 13 Xiao Gang Zhong
Ma Road, Zhuhai District, Guangzhou,
Guangdong, P.R. China
(u)
Building 7229, Al Aqeeq District, Riyadh
13519, Saudi Arabia
(v)
Flemming House, Wickhams Cay,
P.O. Box 662, Road Town, Tortola VG1110,
British Virgin Islands
(w)
c/o Premier Corporate Services Limited,
3B, MA. Maadheli, Majeedhee Magu, Male,
Republic of Maldives
(x)
31–33 rue Mogador, 75009 Paris, France
(y)
Bucharest, 2nd District, 2 Gara Herăstrău
Street, 2nd floor, module 33, Romania
(z)
J E Irausquin Boulevard 93, 1Eagle/
Paardenbaai, Oranjestad West, Aruba
(aa)
Level 11, 20 Bond Street, Sydney NSW 2000,
Australia
(ab) Ontario # 1050, Col. Providencia,
Guadalajara, Jalisco CP44630, Mexico
(ac)
Administrative unit no. 8, the ground
floor o
f the building F1, El Emdad and
El Tamween Street, Nasr City, Cairo,
the Arab Republic of Egypt
(ad) Rond-Point Robert Schuman 11, 1040
Brussels, Belgium
(ae)
QBC 4 – Am Belvedere 4, 1100,
Vienna, Austria
(af)
Avenida da Republica, no 52 – 9, 1069 – 211,
Lisbon, Portugal
(ag)
Room 60, Section 11 Floor 3 Premises I,
Building 1, House 125, Varshavskoye shosse
Str, Vn.Ter.G. Municipal District Severnoye
Chertanovo, Moscow City, 117587, Russia
(ah)
No. 84, Pan Haliain Street, Unit #1, Level 8,
Uniteam Marine Office Building, Sanchuang
Township, Yangon, Myanmar
(ai)
230 Victoria Street, #13-00 Bugis Junction
Towers, 188024, Singapore
(aj)
57, 9th Floor, Park Ventures Ecoplex,
Unit 902–904, Wireless Road, Limpini,
Pathum Wan Bangkok 103330, Thailand
(ak)
Alameda Jau 536, Suite 3S-B, 01420-000
São Paulo, Brazil
(al)
Avenida Cordoba 1547, piso 8, oficina A,
1055 Buenos Aires, Argentina
(am) The Phoenix Centre, George Street,
Belleville St. Michael, Barbados
(an)
Level 10, 55 Shortland Street, Auckland
Central, Auckland 1010, New Zealand
(ao) 1, Murtala Muhammed Drive, Ikoyi,
Lagos, Nigeria
(ap)
Central Office Park Unit 4, 257 Jean Avenue,
Centurion 0157, South Africa
(aq) 11th Floor, Building No. 10, Tower C,
DLF Phase-II, DLF Cyber City, Gurgaon,
Haryana-122002, India
(ar)
20th Floor, Toranomon Kotoshira Tower,
2–8, Toranomon 1-chom, Minato-ku,
105-0001, Tokyo, Japan
(as)
Venture Corporate Services (Mauritius)
Ltd, Level 3, Tower 1, Nexteracom Towers,
Cybercity, Ebene, Mauritius
(at)
1103 Budapest, Köér utca 2/A. C. ép.,
Hungary
(au)
Budapester Str. 2, 10787 Berlin, Germany
(av)
Grevgatan 15, 11453 Stockholm, Sweden
(aw) Alameda Jau 536, Suite 3S-E, 01420-000
São Paulo, Brazil
(ax)
1980 Pérodeau Street, Vaudreuil-Dorion,
J7V 8P7, Quebec, Canada
(ay)
168 Robinson Road, #16–01 SIF Building,
068899, Singapore
(az)
361 San Francisco Street Penthouse,
San Juan, PR 00901, Puerto Rico
(ba) Hotel Tamanaco Inter-Continental, Final Av.
Ppal, Mercedes, Caracas, Venezuela
(bb) 22/F Citigroup Tower, No. 33 Huayanshiqiao
Road, Lujiazui, Pudong New Area, 200120,
Shanghai, P.R. China
(bc) Alameda Jau 536, Suite 3S-C, 01420-000
São Paulo, Brazil
(bd) Alameda Jau 536, Suite 3S-D, 01420-000
São Paulo, Brazil
(be) Viale Monte Nero n.84, 20135 Milano, Italy
(bf)
Thurn-und-Taxis-Platz 6 – 60313 Frankfurt
am Main, Germany
(bg) Juris Tax Services Ltd. Level 12, NeX
Teracom Tower II, Ebene, Mauritius
(bh) Menara Imperium 22nd Floor, Suite D, JI.
HR. Rasuna Said Kav.1, Guntur Sub-district,
Setiabudi District, South Jakarta 12980,
Indonesia
(bi)
Primmer Piper Eggleston & Cramer PC,
30 Main St., Suite 500, P.O. Box 1489,
Burlington, VT 05402-1489, USA
(bj)
Calle 49, Sur 45 A 300, Oficina 1102,
055422 Envigado, Antioquia, Colombia
(bk) 10 Kings Lane, Roseau, Dominica
(bl)
No. 56 Moo 5, Tambol Koh Yao Noi, Amphur
Ko Yao, Pang-nga Province 82160, Thailand
(bm) Room 311, Building 1, No. 6 East Wen
Hua Yuan Road, Beijing Economy
and Technology Development Zone,
Beijing, P.R. China
33. Group companies
continued
256
IHG
Annual Report and Form 20-F 2024
Notes to the Group Financial Statements
continued
33. Group companies
continued
(bn) Room N306, 3rd Floor, Building 6, Binhai
Financial Street, No. 52 West Xincheng
Road, Tianjin Economy and Technology
Development Zone, Tianjin, P.R. China
(bo) Cesta v Mestni log 1, 1000 Ljubljana,
Slovenia
(bp) 37A Professor Fridtjof Nansen Street, 5th
Floor, District Sredets, Sofia, 1142, Bulgaria
(bq) C/o Holiday Inn & Suites, Cnr Waigani Drive
& Wards Road, Port Moresby, National
Capital District, Papua New Guinea
(br)
Suite 2201, Festival Tower, Dubai Festival
City, Al Rebbat St., P.O. Box 58191, Dubai,
United Arab Emirates
(bs)
Madinah Road, Jeddah, P.O Box 9456,
Post Code 21413, Jeddah, Saudi Arabia
(bt)
Maples Corporate Services Ltd.
– PO Box 309, Ugland House, Grand
Cayman – KY-1104, Cayman Islands
(bu) 971, 973 Ploenchit Road, Lumpini,
Pathumwan, Bangkok 10330, Thailand
(bv) Room R316, 3rd Floor, Building 6, Binhai
Financial Street, No. 52 West Xincheng
Road, Tianjin Economy and Technology
Development Zone, Tianjin, P.R. China
(bw) 14th Floor, South China Building,
1–3 Wyndham Street, Hong Kong, SAR
(bx) Maslak Mah. Eski Büyükdere Cad.
Orjin Maslak İŞ, Merkezi Sitesi No: 27
IC KapiI No: 4 Sariyer/Istanbul, Turkey
(by)
Paseo de Recoletos 37 – 41, 28004 Madrid,
Spain
(bz)
B-11515 Bhikaj Cama Place, New Delhi,
South Delhi, 110066 India
(ca)
Carr Hospitality, LLC, 1455 Pennsylvania
Avenue, NW, Suite 200, Washington, DC
20004, USA
(cb) 84 Albert Street, Belize City, Belize, C.A.
(cc)
Krunska 73, 3rd floor, office no.3, Vračar,
11000 Belgrade, Serbia
(cd) Moreno 809 2 Piso, C1091AAQ Buenos
Aires, Argentina
(ce) Bulevar Svetog Petra Cetinjskog
149 – 81000 Podgorica, Montenegro
(cf)
Bernard Monteagudo 201, 15076, Lima, Peru
(cg) Avenida Ejercito Nacional Mexicano No. 769,
Torre B Piso 8, Granada, Miguel Hidalgo,
Ciudad de Mexico, CP 11520, Mexico
(ch)
Ground Floor, Al Kamel Law Building,
Plot 52-b, Banks Area, Six of October City,
Egypt
(ci)
Shop No. L3–6, Amity Building, No. 125
High Level Road, Maharagama, Colombo,
Sri Lanka
(cj)
Units 3082, 30th Floor,aYeongdong-daero,
Gangnam-gu, Seoul, Republic of Korea
(ck)
291 Rue des Tovets, Courchével 1850, 73120,
Courchével, France
(cl)
PO Box 309, Ugland House, Grand Cayman,
KY1-1104, Cayman Islands
(cm) 23/6 D, Anhaght Str., Yerevan, 0069,
Armenia
(cn)
Generation Park Z – ul. Towarowa 28,
00-839 Warsaw, Poland
(co)
Suite 1, Ground Floor, The Financial Services
Centre, Bishops Court Hill, St. Michael,
BB14004, Barbados
(cp) Brumby Centre, Lot 42, Jalan Muhibbah,
87000 Labuan F.T., Malaysia
(cq) Blvd, Morazan, Centro Comercial El Dorado,
6th Floor, Tegucigalpa, Honduras
(cr)
ATS Services Limited, Capital Center,
9th Floor, 2–4 Arch, Makarios III Ave.,
1065 Nicosia, Cyprus
(cs)
Max Henriquez Ureña N° 11, Ensanche
Naco, Santo Domingo de Guzman, Distrito
Nacional, Santo Domingo
(ct)
Harvard Business Services, Inc.
16192 Coastal Hwy, Lewes, Delaware 19958,
USA
(cu)
Room 1928, 19/F, Lee Garden One, 33 Hysan
Avenue, Causeway Bay, Hong Kong
Parent
Company
Financial
Statements
In this section
Parent Company Financial Statements
258
Parent Company statement
of
financial position
258
Parent Company statement
of changes in equity
259
Notes to the Parent Company
Financial Statements
260
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
257
31 December 2024
Note
2024
£m
2023
£m
Fixed assets
Investments
3
3,251
3,227
Current assets
Debtors: due after more than one year
4
42
44
Debtors: due within one year
4
168
875
Current liabilities
Creditors: amounts falling due within one year
7
(305)
(455)
Net current (liabilities)/assets
(95)
464
Total assets less current liabilities
3,156
3,691
Creditors: amounts falling due after one year
7
(1,185)
(1,494)
Net assets
1,971
2,197
Capital and reserves
Called up share capital
9
34
36
Share premium account
75
75
Capital redemption reserve
12
10
Share-based payment reserve
507
475
Cash flow hedge reserves
6
6
1
Profit and loss account
1,337
1,600
Total equity
1,971
2,197
The Parent Company Financial Statements were approved by the Board on 17 February 2025 and were signed on its behalf by
Michael Glover,
Michael Glover
17 February 2025
The profit a
fter tax amounts to £571m (2023: £1,473m).
Registered number 05134420
Notes on pages 260 to 264 form an integral part of these Financial Statements.
Parent Company statement of
financial position
258
IHG
Annual Report and Form 20-F 2024
Called
up share
capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
Share-
based
payment
reserve
£m
Cash flow
hedge
reserves
£m
Profit
and loss
account
£m
Total
equity
£m
At 1 January 2023
38
75
8
431
930
1,482
Profit
for the year
1,473
1,473
Other comprehensive income
Items that may be subsequently reclassified to
profit or loss:
Losses on cash flow hedges, including related tax
of £nil
(29)
(29)
Costs of hedging
2
2
Hedging losses reclassified to financial expenses
28
28
Total other comprehensive income
for the year
1
1
Total comprehensive income for the year
1
1,473
1,474
Repurchase of shares, including transaction costs
(2)
2
(605)
(605)
Equity-settled share-based payment cost
44
44
Equity dividends paid (note 10)
(198)
(198)
At 31 December 2023
36
75
10
475
1
1,600
2,197
Profit
for the year
571
571
Other comprehensive income
Items that may be subsequently reclassified to
profit or loss:
Losses on cash flow hedges,
including related tax charge of £2m
(40)
(40)
Costs of hedging
1
1
Hedging losses reclassified to financial expenses
44
44
Total other comprehensive income for the year
5
5
Total comprehensive income for the year
5
571
576
Repurchase of shares, including transaction costs
(2)
2
(631)
(631)
Equity-settled share-based payment cost
32
32
Equity dividends paid (note 10)
(203)
(203)
At 31 December 2024
34
75
12
507
6
1,337
1,971
Notes on pages 260 to 264 form an integral part of these Financial Statements.
Parent Company statement of changes in equity
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
259
1. Accounting policies
General information
The Parent Company Financial
Statements of InterContinental Hotels
Group PLC (the ‘Company’) for the
year ended 31 December 2024 were
authorised for issue by the Board of
Directors on 17 February 2025 and the
Parent Company statement of
financial
position was signed on the Board’s
behalf by Michael Glover. 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 Company’s primary activity is
acting as a holding company for the
Group’s investments.
The Parent Company Financial
Statements are presented in sterling
and all values are rounded to the
nearest million pounds (£m) except
when otherwise indicated.
No income statement is presented for
the Company as permitted by Section
408 of the Companies Act 2006.
Going concern
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 197), the Directors confirm they
have a reasonable expectation that
the Company has sufficient resources
to continue operating until at least
30 June 2026 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.
Basis of preparation
The Parent Company Financial
Statements have been prepared in
accordance with the Companies Act
2006 as applicable to companies using
FRS 101. 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 UK-
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 following paragraphs of IAS 1
‘Presentation of Financial Statements’
(removing the requirement to present):
10(d) (statement of cash
flows);
16 (statement of compliance with
all IFRS); and
111 (cash flow statement in
formation).
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
There are no critical estimates or
judgements which are considered to
present significant risk o
f a material
adjustment to the Parent Company
Financial Statements in the next
financial year.
Material 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.
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.
Notes to the Parent Company Financial Statements
260
IHG
Annual Report and Form 20-F 2024
1. Accounting policies
continued
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
on 31 December 2024 (£15.8bn)
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 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.
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
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 a
fter
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 measured at fair value.
The subsequent accounting treatment
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.
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 cash flow hedge reserves 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 Parent Company
income statement.
Financial guarantee contracts
Guarantees provided by the Company
in respect of bonds issued and, when
drawn, certain other borrowings incurred
by other Group companies, are financial
guarantee contracts initially measured at
fair value. The carrying value of
financial
guarantee liabilities is immaterial for all
periods presented.
Capital and reserves
Accounting policies relating to capital
and reserves, which are also applicable
to the Company, can be found on page
207 of the Group Financial Statements.
The share premium account represents
the amount of proceeds received for
shares in excess of their nominal value.
Share-based payments
The cost of equity-settled shared-based
payment 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 share-based
payment transactions is recognised,
together with a corresponding increase
in equity, over the period in which any
performance or service conditions are
ful
filled, ending on the date on which
the relevant employees become fully
entitled to the award (vesting date).
Where the Company grants awards
over its own shares to the employees
of its subsidiaries, it recognises 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. Any consideration received from
subsidiaries in relation to those awards
does not represent an increase in the
cost of investment.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
261
2. Directors’ remuneration
Average number of Directors
2024
2023
Non-Executive Directors
9
9
Executive Directors
2
2
11
11
Directors’ remuneration
2024
£m
2023
£m
Base salaries, fees, annual performance payments and bene
fits
5.4
5.6
More detailed information on the remuneration including pensions, share awards and shareholdings for each Director is shown in the Directors’ Remuneration
Report on pages 144 and 152. In addition, amounts received or receivable under long-term incentive schemes are shown on page 144.
2024
number
2023
number
Directors in respect of whose qualifying services shares were received or receivable
under long-term incentive schemes
2
2
3. Investments
£m
Cost and net book value
At 1 January 2024
3,227
Share-based payments capital contribution
24
At 31 December 2024
3,251
The Company is the beneficial owner o
f 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 33 to the Group Financial Statements.
4. Debtors
2024
£m
2023
£m
Due after more than one year
Derivative financial assets (note 6)
1
Deferred tax (note 5)
42
43
42
44
Due within one year
Amounts due from Group undertakings
155
868
UK Corporation Tax
13
7
168
875
5. Deferred tax
Losses
£m
Currency
swaps
£m
Total
£m
At 1 January 2023
40
40
Income statement
3
3
At 31 December 2023
43
43
Income statement
1
1
Statement of comprehensive income
(2)
(2)
At 31 December 2024
44
(2)
42
Under UK tax law it is possible to realise certain categories of deferred tax assets, including all those of the Company, against
future taxable pro
fits o
f any other UK entity within the Group. There is an expectation of sufficient future taxable pro
fits within the
Group which supports the recognition of the Company’s deferred tax asset.
More detailed information on the basis for deferred tax recognition is shown within the Group accounting policies and note 8 to the Group Financial Statements
on pages 203 and 221.
Notes to the Parent Company Financial Statements
continued
262
IHG
Annual Report and Form 20-F 2024
6. Derivative financial instruments and hedging
Currency swaps have been transacted to swap the proceeds from the euro bonds to sterling as follows:
Fair value
Date of designation
Pay leg
Interest rate
Receive leg
Interest rate
Maturity
Hedged item
2024
£m
2023
£m
November 2018
£436m
3.5%
€500m
2.125%
May 2027
€500m 2.125% bonds 2027
(11)
1
October 2020
£454m
2.7%
€500m
1.625%
October 2024
€500m 1.625% bonds 2024
(20)
Hedge ineffectiveness arises where the cumulative change in the fair value of the swaps exceeds the change in fair value of the
future cash
flows o
f the bonds. The change in value of the hedged item used as the basis for recognising hedge ineffectiveness
for the period was a £28m loss (2023: £17m loss).
Cash flow hedge reserves
Cash flow
hedge reserve
£m
Cost of
hedging
reserve
£m
Total
£m
At 1 January 2023
6
(6)
Costs of hedging deferred and recognised in other comprehensive income
2
2
Change in fair value of currency swaps recognised in other comprehensive income
(29)
(29)
Reclassified
from other comprehensive income to pro
fit or loss
28
28
At 31 December 2023
5
(4)
1
Costs of hedging deferred and recognised in other comprehensive income
1
1
Change in fair value of currency swaps recognised in other comprehensive income
(38)
(38)
Reclassified
from other comprehensive income to pro
fit or loss
44
44
Deferred tax
(2)
(2)
At 31 December 2024
9
(3)
6
More detailed information on derivative
financial instruments and hedging is shown in note 23 to the Group Financial Statements.
7. Creditors
2024
£m
2023
£m
Falling due within one year
Amounts due to Group undertakings
1
Derivative financial liabilities (note 6)
20
Loans and other borrowings:
€500m 1.625% bonds 2024
435
£300m 3.75% bonds 2025
304
305
455
Falling due after one year
Derivative financial liabilities (note 6)
11
Non-current tax payable
1
Loans and other borrowings:
£300m 3.75% bonds 2025
304
£350m 2.125% bonds 2026
352
352
€500m 2.125% bonds 2027
420
439
£400m 3.375% bonds 2028
401
399
1,185
1,494
More detailed information on loans and other borrowings and derivative
financial instruments is shown in notes 21 and 23 respectively to the Group
Financial Statements.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
263
8. 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 share-based payments is shown in note 27 to the Group Financial Statements.
9. Capital and reserves
Allotted, called up and fully paid
Number
of shares
millions
Equity share
capital
£m
At 1 January 2024 (ordinary shares of 20
340
/
399
p each)
172
36
Repurchased and cancelled under share repurchase programme
(7)
(2)
At 31 December 2024 (ordinary shares of 20
340
/
399
p each)
165
34
More detailed information on authorised share capital and shareholder returns is given in note 28 to the Group Financial Statements.
At 31 December 2024, 6,241,782 shares (2023: 7,006,782) with a nominal value of £1,301,545 (2023: £1,461,063) were held as
treasury shares.
In the year ended 31 December 2024, 7.5m shares were repurchased for total consideration of £631m including taxes and
transaction costs.
In February 2025, the Board approved a $900m share buyback programme. A resolution to renew the authority to repurchase
shares will be put to shareholders at the AGM on 8 May 2025.
10. Dividends
2024
2023
Paid during the year
pence
per share
£m
pence
per share
£m
Final (declared for previous year)
83.9
138
76.1
133
Interim
40.8
65
38.7
65
124.7
203
114.8
198
The final dividend in respect o
f 2024 of 114.4¢ per ordinary share (amounting to approximately $180m) is proposed for approval
at the AGM on 8 May 2025.
11. Contingencies
The following UK subsidiaries will take advantage of the audit exemption set out within Section 479A of the Companies Act 2006
for the year ended 31 December 2024:
Company name
Company number
Asia Pacific Holdings Limited
03941780
Hotel InterContinental London (Holdings) Limited
06451128
IHC May Fair Hotel Limited
02323039
IHC Overseas (U.K.) Limited
02322038
IHG PS Nominees Limited
07092523
InterContinental (PB) 1
06724223
InterContinental (PB) 3 Limited
06947603
SC Leisure Group Limited
00658907
Six Continents Holdings Limited
03211009
Six Continents Hotels International Limited
00722401
Six Continents Investments Limited
00694156
Six Continents Overseas Holdings Limited
02661055
The Company will guarantee all outstanding liabilities of the above UK subsidiary undertakings as at the balance sheet date
in accordance with Section 479C of the Companies Act 2006. The Company has assessed the probability of loss under the
guarantees as remote.
At 31 December 2024, the Company has provided a guarantee in respect of €600m and €750m bonds issued by one of its
subsidiaries and maturing in 2029 and 2031 respectively (2023: €600m bond maturing in 2029).
Notes to the Parent Company Financial Statements
continued
264
IHG
Annual Report and Form 20-F 2024
Additional
Information
In this section
Other financial in
formation
266
Directors’ Report
276
Group information
280
Shareholder information
296
Schedule 1: Condensed Parent Company
financial in
formation
304
Exhibits
308
Forward-looking statements
309
Form 20-F cross
-reference guide
310
Glossary
313
Useful information
315
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
265
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 103 to 108.
Revenue and operating profit Non-GAAP reconciliations
Highlights for the year ended 31 December 2024
Reportable segments
Revenue
Operating profit
2024
$m
2023
$m
Change
$m
Change
%
2024
$m
2023
$m
Change
$m
Change
%
Per Group income statement
4,923
4,624
299
6.5
1,041
1,066
(25)
(2.3)
System Fund and reimbursables
(2,611)
(2,460)
(151)
6.1
83
(19)
102
NM
a
Operating exceptional items
(28)
28
NM
a
Reportable segments
2,312
2,164
148
6.8
1,124
1,019
105
10.3
Reportable segments analysed as:
Fee business
1,774
1,672
102
6.1
1,085
992
93
9.4
Owned, leased and managed lease
515
471
44
9.3
45
29
16
55.2
Insurance activities
23
21
2
9.5
(6)
(2)
(4)
200.0
2,312
2,164
148
6.8
1,124
1,019
105
10.3
a. Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the
prior period.
Underlying revenue and underlying operating profit
Revenue
Operating profit
2024
$m
2023
$m
Change
$m
Change
%
2024
$m
2023
$m
Change
$m
Change
%
Reportable segments (see above)
2,312
2,164
148
6.8
1,124
1,019
105
10.3
Owned, leased and managed lease
asset disposals
a
(8)
(10)
2
(20.0)
4
3
1
33.3
Currency impact
(7)
7
NM
b
(12)
12
NM
b
Underlying revenue and
underlying operating profit
2,304
2,147
157
7.3
1,128
1,010
118
11.7
a. The results of one Regent hotel are removed in 2024 (being the year of lease expiration) and in 2023 to determine the underlying growth.
b. Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the
prior period.
Underlying fee revenue and underlying fee operating pro
fit
Revenue
Operating profit
2024
$m
2023
$m
Change
$m
Change
%
2024
$m
2023
$m
Change
$m
Change
%
Reportable segments fee business
(see above)
1,774
1,672
102
6.1
1,085
992
93
9.4
Currency impact
(9)
9
NM
a
(11)
11
NM
a
Underlying fee revenue and
underlying fee operating pro
fit
1,774
1,663
111
6.7
1,085
981
104
10.6
a. Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the
prior period.
Other Financial Information
266
IHG
Annual Report and Form 20-F 2024
Revenue and operating profit Non-GAAP reconciliations
continued
Americas
Revenue
Operating profit
b
2024
$m
2023
$m
Change
$m
Change
%
2024
$m
2023
$m
Change
$m
Change
%
Per Group financial statements, note 2
1,141
1,105
36
3.3
828
815
13
1.6
Reportable segments analysed as
a
:
Fee business
979
957
22
2.3
795
787
8
1.0
Owned, leased and managed lease
162
148
14
9.5
33
28
5
17.9
1,141
1,105
36
3.3
828
815
13
1.6
Reportable segments (see above)
1,141
1,105
36
3.3
828
815
13
1.6
Currency impact
(3)
3
NM
c
(4)
4
NM
c
Underlying revenue and
underlying operating profit
1,141
1,102
39
3.5
828
811
17
2.1
a. Revenues as included in the Group Financial Statements, note 3.
b. Before exceptional items.
c. Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the
prior period.
EMEAA
Revenue
Operating profit
b
2024
$m
2023
$m
Change
$m
Change
%
2024
$m
2023
$m
Change
$m
Change
%
Per Group financial statements, note 2
748
677
71
10.5
270
215
55
25.6
Reportable segments analysed as
a
:
Fee business
395
354
41
11.6
258
214
44
20.6
Owned, leased and managed lease
353
323
30
9.3
12
1
11
1,100.0
748
677
71
10.5
270
215
55
25.6
Reportable segments (see above)
748
677
71
10.5
270
215
55
25.6
Owned, leased and managed lease
asset disposals
d
(8)
(10)
2
(20.0)
4
3
1
33.3
Currency impact
(3)
3
NM
c
(5)
5
NM
c
Underlying revenue and
underlying operating profit
740
664
76
11.4
274
213
61
28.6
a. Revenues as included in the Group Financial Statements, note 3.
b. Before exceptional items.
c. Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the
prior period.
d. The results of one Regent hotel are removed in 2024 (being the year of lease expiration) and in 2023 to determine the underlying growth.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
267
Revenue and operating profit Non-GAAP reconciliations
continued
Greater China
Revenue
Operating profit
b
2024
$m
2023
$m
Change
$m
Change
%
2024
$m
2023
$m
Change
$m
Change
%
Per Group financial statements, note 2
161
161
98
96
2
2.1
Reportable segments analysed as
a
:
Fee business
161
161
98
96
2
2.1
Reportable segments (see above)
161
161
98
96
2
2.1
Currency impact
(2)
2
NM
c
(1)
1
NM
c
Underlying revenue and
underlying operating profit
161
159
2
1.3
98
95
3
3.2
a. Revenues as included in the Group Financial Statements, note 3.
b. Before exceptional items.
c. Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the
prior period.
Highlights for the year ended 31 December 2023
Reportable segments
Revenue
Operating profit
2023
$m
2022
$m
Change
$m
Change
%
2023
$m
2022
$m
Change
$m
Change
%
Per Group income statement
4,624
3,892
732
18.8
1,066
628
438
69.7
System Fund and reimbursables
(2,460)
(2,049)
(411)
20.1
(19)
105
(124)
NM
a
Operating exceptional items
(28)
95
(123)
NM
a
Reportable segments
2,164
1,843
321
17.4
1,019
828
191
23.1
Reportable segments analysed as:
Fee business
1,672
1,434
238
16.6
992
805
187
23.2
Owned, leased and managed lease
471
394
77
19.5
29
19
10
52.6
Insurance activities
21
15
6
40.0
(2)
4
(6)
NM
a
2,164
1,843
321
17.4
1,019
828
191
23.1
a. Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the
prior period.
Underlying revenue and underlying operating profit
Revenue
Operating profit
2023
$m
2022
$m
Change
$m
Change
%
2023
$m
2022
$m
Change
$m
Change
%
Reportable segments (see above)
2,164
1,843
321
17.4
1,019
828
191
23.1
Significant liquidated damages
b
(7)
7
NM
a
(7)
7
NM
a
Owned, leased and managed lease
asset disposals
c
(19)
19
NM
a
(2)
2
NM
a
Currency impact
(1)
1
NM
a
Underlying revenue and underlying
operating profit
2,164
1,817
347
19.1
1,019
818
201
24.6
a. Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the
prior period.
b. $7m recognised in 2022 reflects the significant liquidated damages related to one hotel in EMEAA.
c. The results of three UK Portfolio hotels and one InterContinental Hotel have been removed in 2022 (being the year of lease expiration) to determine
underlying growth.
Other Financial Information
continued
268
IHG
Annual Report and Form 20-F 2024
Revenue and operating profit Non-GAAP reconciliations
continued
Underlying fee revenue and underlying fee operating pro
fit
Revenue
Operating profit
2023
$m
2022
$m
Change
$m
Change
%
2023
$m
2022
$m
Change
$m
Change
%
Reportable segments fee business
(see above)
1,672
1,434
238
16.6
992
805
187
23.2
Significant liquidated damages
a
(7)
7
NM
b
(7)
7
NM
b
Currency impact
(4)
4
NM
b
(2)
2
NM
b
Underlying fee revenue and
underlying fee operating pro
fit
1,672
1,423
249
17.5
992
796
196
24.6
a. $7m recognised in 2022 reflects the significant liquidated damages related to one hotel in EMEAA.
b. Percentage change considered not meaningful, such as where a positive balance in the latest period is comparable to a negative or zero balance in the
prior period.
Fee margin reconciliation
2024
$m
2023
$m
2022
$m
Revenue
Reportable segments analysed as fee business (page 266)
1,774
1,672
1,434
Significant liquidated damages
a
(7)
1,774
1,672
1,427
Operating profit
b
Reportable segments analysed as fee business (page 266)
1,085
992
805
Significant liquidated damages
b
(7)
1,085
992
798
Fee margin
c
61.2%
59.3%
55.9%
a. $7m recognised in 2022 reflects the significant liquidated damages related to one hotel in EMEAA.
b. Before exceptional items.
c. Reported as a KPI on page 40.
Fee margin is broken down by region as follows:
Year ended 31 December 2024
Americas
EMEAA
Greater China
Central
Total
Revenue $m
Reportable segments analysed as fee business
(pages 267 to 268)
979
395
161
239
1,774
979
395
161
239
1,774
Operating profit
a
Reportable segments analysed as fee business
(pages 267 to 268)
795
258
98
(66)
1,085
795
258
98
(66)
1,085
Fee margin
81.2%
65.3%
60.9%
(27.6)%
61.2%
a. Before exceptional items.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
269
Fee margin reconciliation
continued
Year ended 31 December 2023
Americas
EMEAA
Greater China
Central
Total
Revenue $m
Reportable segments analysed as fee business
(pages 267 to 268)
957
354
161
200
1,672
957
354
161
200
1,672
Operating profit
a
Reportable segments analysed as fee business
(pages 267 to 268)
787
214
96
(105)
992
787
214
96
(105)
992
Fee margin
82.2%
60.5%
59.6%
(52.5)%
59.3%
Year ended 31 December 2022
Americas
EMEAA
Greater China
Central
Total
Revenue $m
Reportable segments analysed as fee business
(see above)
879
284
87
184
1,434
Significant liquidated damages
(7)
(7)
879
277
87
184
1,427
Operating profit
a
Reportable segments analysed as fee business
(see above)
741
153
23
(112)
805
Significant liquidated damages
(7)
(7)
741
146
23
(112)
798
Fee margin
84.3%
52.7%
26.4%
(60.9)%
55.9%
a. Before exceptional items.
Net and gross capital expenditure reconciliation
12 months ended 31 December
$m
2024
$m
2023
Re-presented
a
$m
Net cash from investing activities
(99)
(137)
Adjusted for:
Contract acquisition costs, net of repayments
(237)
(101)
System Fund depreciation and amortisation
b
82
81
Payment of deferred purchase consideration
10
(Repayments)/payments related to investments supporting the Group’s insurance activities
(5)
11
Finance lease receipts
(4)
Net capital expenditure
(253)
(146)
Further adjusted for:
Disposals and repayments, including other financial assets
(15)
(8)
Repayment of contract acquisition costs
(7)
System Fund depreciation and amortisation
b
(82)
(81)
Gross capital expenditure
(350)
(242)
a. Re-presented to reflect the updated definition o
f gross and net capital expenditure, see pages 107 and 108.
b. Excludes depreciation on right-of-use assets.
Other Financial Information
continued
270
IHG
Annual Report and Form 20-F 2024
Net and gross capital expenditure reconciliation
continued
12 months ended 31 December 2024
12 months ended 31 December 2023
Re-presented
a
$m
Gross
Repaid
Net
Gross
Repaid
Net
Analysed as:
Key money contract acquisition costs
(206)
(206)
(108)
7
(101)
Maintenance
(31)
(31)
(38)
(38)
Recyclable capital expenditure:
Recyclable contract acquisition costs
(31)
(31)
Other recyclable investments
(37)
15
(22)
(50)
8
(42)
Capital expenditure: System Fund investments
(45)
82
37
(46)
81
35
Total capital expenditure
(350)
97
(253)
(242)
96
(146)
a. Re-presented to reflect the updated definition o
f gross and net capital expenditure, see pages 107 and 108.
Adjusted free cash
flow reconciliation
12 months ended 31 December
2024
$m
2023
Re-presented
b
$m
2022
Re-presented
b
$m
2021
Re-presented
b
$m
2020
Re-presented
b
$m
Net cash from operating activities
724
893
646
636
137
Adjusted for:
Purchase of shares by employee share trusts
(27)
(8)
(1)
Gross maintenance capital expenditure
(31)
(38)
(44)
(33)
(43)
Cash flows relating to exceptional items
(8)
29
43
12
87
Principal element of lease payments
(46)
(28)
(36)
(32)
(65)
Deferred purchase consideration
3
Recyclable contract acquisition costs
31
Repayments/(payments) related to investments
supporting the Group’s insurance activities
5
(11)
7
6
9
Finance lease receipts
4
Adjusted free cash
flow
a
655
837
615
589
125
a. Reported as a KPI on page 41.
b. Re-presented to reflect the updated definition o
f adjusted free cash
flow, see pages 107 and 108.
Adjusted interest reconciliation
12 months ended 31 December
2024
$m
2023
$m
2022
$m
Net financial expenses
Financial income
63
39
22
Financial expenses
(203)
(91)
(118)
(140)
(52)
(96)
Adjusted for:
Interest attributable to the System Fund
(50)
(44)
(16)
Foreign exchange losses/(gains)
25
(35)
(10)
(25)
(79)
(26)
Adjusted interest
(165)
(131)
(122)
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
271
Adjusted tax and tax rate reconciliations
2024
2023
2022
Profit
before tax
$m
Tax
$m
Rate
%
Profit
before tax
$m
Tax
$m
Rate
%
Profit
before tax
$m
Tax
$m
Rate
%
Group income statement
897
(269)
30.0
1,010
(260)
25.7
540
(164)
30.4
Adjusted for:
Operating exceptional
items
(28)
7
95
(26)
Foreign exchange
losses/(gains)
25
3
(35)
(3)
(10)
(4)
System Fund
83
4
(19)
3
105
Interest attributable to
the System Fund
(50)
(44)
(16)
Fair value losses/(gains)
on contingent purchase
consideration
4
4
(8)
959
(262)
27.3
888
(253)
28.5
706
(194)
27.5
Adjusted earnings per ordinary share reconciliation
12 months ended 31 December
2024
$m
2023
$m
2022
$m
Profit available
for equity holders
628
750
375
Adjusting items:
System Fund and reimbursable result
83
(19)
105
Interest attributable to the System Fund
(50)
(44)
(16)
Operating exceptional items
(28)
95
Fair value losses/(gains) on contingent purchase consideration
4
4
(8)
Foreign exchange losses/(gains)
25
(35)
(10)
Tax attributable to the System Fund
4
3
Tax on foreign exchange losses/(gains)
3
(3)
(4)
Tax on exceptional items
7
(26)
Adjusted earnings
697
635
511
Basic weighted average number of ordinary shares (millions)
161.2
169.0
181.0
Adjusted earnings per ordinary share (cents)
432.4
375.7
282.3
Other Financial Information
continued
272
IHG
Annual Report and Form 20-F 2024
Revenue per available room (RevPAR), average daily rate and occupancy
RevPAR is the primary metric used by management to track hotel performance across regions and brands. RevPAR is also
a commonly used performance measure in the hotel industry. RevPAR comprises IHG system rooms revenue divided by the
number of room nights available and can be mathematically derived from occupancy rate multiplied by average daily rate (ADR).
Occupancy rate is rooms occupied by hotel guests expressed as a percentage of rooms that are available. ADR is rooms revenue
divided by the number of room nights sold.
References to RevPAR, occupancy and ADR are presented on a comparable basis comprising groupings of hotels that have
traded in both the current and prior year. The principal exclusions in deriving this measure are new hotels, hotels closed for
major refurbishment and hotels sold in either of the two years. RevPAR and ADR are quoted at a constant US$ 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 2024 and a comparison to 2023. 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 2024 and franchised, managed, owned, leased or operated under a managed lease by the Group since
1 January 2023. The comparison with 2023 is at constant US$ exchange rates.
Fee business
Owned, leased
and managed lease
2024
Change vs
2023
2024
Change vs
2023
Americas
InterContinental
Occupancy
67.7
2.3%pts
Average daily rate
$244.99
4.2%
RevPAR
$165.75
7.8%
Kimpton
Occupancy
73.1
2.5%pts
Average daily rate
$281.02
(1.4)%
RevPAR
$205.44
2.1%
Hotel Indigo
Occupancy
68.6
1.3%pts
Average daily rate
$189.11
1.2%
RevPAR
$129.64
3.1%
Crowne Plaza
Occupancy
62.4
0.8%pts
Average daily rate
$150.15
3.2%
RevPAR
$93.65
4.6%
EVEN Hotels
Occupancy
71.0
3.9%pts
Average daily rate
$161.54
(0.3)%
RevPAR
$114.63
5.6%
Holiday Inn Express
Occupancy
69.6
0.0%pts
Average daily rate
$132.99
1.6%
RevPAR
$92.62
1.7%
Holiday Inn
Occupancy
63.5
0.2%pts
70.5
3.3%pts
Average daily rate
$130.76
2.0%
$260.36
9.9%
RevPAR
$82.97
2.3%
$183.55
15.3%
avid hotels
Occupancy
66.0
2.7%pts
Average daily rate
$106.13
0.0%
RevPAR
$70.04
4.3%
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
273
Fee business
Owned, leased
and managed lease
2024
Change vs
2023
2024
Change vs
2023
Staybridge Suites
Occupancy
76.5
0.3%pts
Average daily rate
$135.81
2.2%
RevPAR
$103.84
2.5%
Candlewood Suites
Occupancy
73.3
(0.7)%pts
Average daily rate
$102.68
1.7%
RevPAR
$75.26
0.7%
EMEAA
Six Senses
Occupancy
42.4
1.4%pts
Average daily rate
$1,030.53
7.1%
RevPAR
$437.02
10.7%
InterContinental
Occupancy
66.5
2.3%pts
67.5
8.0%pts
Average daily rate
$247.77
4.2%
$300.32
7.8%
RevPAR
$164.70
7.9%
$202.66
22.3%
Kimpton
Occupancy
74.6
8.1%pts
78.0
3.5%pts
Average daily rate
$315.95
3.4%
$312.81
3.1%
RevPAR
$235.66
16.0%
$244.00
7.9%
Hotel Indigo
Occupancy
75.4
2.8%pts
Average daily rate
$176.14
2.2%
RevPAR
$132.77
6.1%
voco
Occupancy
74.1
2.7%pts
80.8
1.9%pts
Average daily rate
$154.63
3.3%
$178.52
5.0%
RevPAR
$114.61
7.3%
$144.30
7.5%
Crowne Plaza
Occupancy
70.3
2.7%pts
Average daily rate
$134.42
1.6%
RevPAR
$94.55
5.6%
Holiday Inn Express
Occupancy
77.3
2.1%pts
Average daily rate
$103.47
2.1%
RevPAR
$80.02
5.0%
Holiday Inn
Occupancy
70.7
1.0%pts
Average daily rate
$111.76
3.7%
RevPAR
$79.02
5.3%
Staybridge Suites
Occupancy
79.2
0.5%pts
Average daily rate
$131.56
5.6%
RevPAR
$104.18
6.3%
RevPAR, average daily rate and occupancy
continued
Other Financial Information
continued
274
IHG
Annual Report and Form 20-F 2024
Fee business
Owned, leased
and managed lease
2024
Change vs
2023
2024
Change vs
2023
Greater China
Regent
Occupancy
77.8
2.5%pts
Average daily rate
$169.85
1.3%
RevPAR
$132.10
4.7%
InterContinental
Occupancy
65.8
(0.5)%pts
Average daily rate
$117.07
(6.0)%
RevPAR
$76.98
(6.7)%
Hotel Indigo
Occupancy
58.2
2.9%pts
Average daily rate
$128.68
(8.5)%
RevPAR
$74.89
(3.7)%
HUALUXE
Occupancy
58.6
1.8%pts
Average daily rate
$74.99
(3.6)%
RevPAR
$43.94
(0.7)%
Crowne Plaza
Occupancy
61.0
0.1%pts
Average daily rate
$77.00
(5.3)%
RevPAR
$46.96
(5.2)%
Holiday Inn Express
Occupancy
58.9
(1.1)%pts
Average daily rate
$42.76
(2.8)%
RevPAR
$25.18
(4.6)%
Holiday Inn
Occupancy
57.5
(0.6)%pts
Average daily rate
$57.60
(3.1)%
RevPAR
$33.12
(4.0)%
RevPAR, average daily rate and occupancy
continued
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
275
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 111 to 177
and incorporated by reference herein.
Subsidiaries, joint ventures and
associated undertakings
The Group has over 350 subsidiaries,
joint ventures, associates and related
undertakings (including branches
outside of the United Kingdom).
A list of subsidiaries and associated
undertakings disclosed in accordance
with the Companies Act is provided
at note 33 of the Group Financial
Statements on pages 253 to 256.
Directors
The Directors may exercise all the
powers of the Company, subject to
the Articles of Association, legislation
and regulation. This includes the
ability to exercise the authority to allot
or purchase the Company’s shares
pursuant to authorities granted by
shareholders at the Company’s AGM
every year. Further details of the
powers of the Company’s Directors
can be found on page 291.
For biographies of the current Directors
see pages 114 to 117.
Major institutional shareholders
As at 14 February 2025, being the last practicable date, the Company had been notified o
f the following signi
ficant holdings in its
ordinary shares under section 5 of the UK Disclosure Guidance and Transparency Rules (DTRs).
As at 14 February 2025
As at 16 February 2024
As at 17 February 2023
Shareholder
Ordinary
shares/ADSs
a
%
a
Ordinary
shares/ADSs
a
%
a
Ordinary
shares/ADSs
a
%
a
BlackRock, Inc.
10,190,311
b
6.14
10,190,311
b
6.14
11,247,319
c
6.12
Boron Investments B.V.
8,280,000
5.01
8,280,000
5.01
6,890,000
3.77
FMR LLC
8,078,031
5.01
The Capital Group Companies, Inc.
8,980,505
5.12
8,980,505
5.12
8,980,505
5.12
Fiera Capital Corporation
d
6,933,553
4.38
PineStone Asset Management Inc.
12,950,002
7.08
12,950,002
7.08
a. The numbers of shares and percentages of voting rights are as set out in the relevant disclosures made in accordance with Rule 5 of the DTRs and do not
necessarily reflect the impact o
f any share buyback programmes or any changes in shareholdings subsequent to the date of noti
fication that are not notified
to the Company under the DTRs.
b. Total shown includes 1,913,249 qualifying
financial instruments to which voting rights are attached.
c. Total shown includes 2,080,427 qualifying
financial instruments to which voting rights are attached.
d. We have included details of Fiera Capital Corporation’s holding, as disclosed to us on 21 January 2025, however, it is the Company’s understanding that the
holding of Fiera Capital Corporation is included within the overall holding of PineStone Asset Management Inc, as disclosed to us in September 2023.
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 o
f the Directors during 2024.
Articles of Association
A summary is provided on pages 291 to 292.
The Company’s Articles of Association may
only be amended by special resolution
and are available on the Company’s
website at
ihgplc.com/investors
under
Corporate governance.
Shares
Share capital
The Company’s issued share capital
at 31 December 2024 consisted
of 164,711,854 ordinary shares of
20
340
/
399
pence each, including
6,241,782 shares held in treasury,
which constituted 3.79% 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 2024, 765,000 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 December 2024, we completed
our $800m share buyback programme
which was announced on 20 February
2024, and commenced on 23 February
2024. As part of the buyback, 7,544,912
shares were bought back and cancelled.
Further information on the transactions
that took place this year can be found
on page 302.
Dividends
Dividends
Ordinary
shares
ADRs
Interim dividend
An interim dividend
was paid on 3 October
2024 to shareholders
on the register at the
close of business on
30 August 2024.
40.8p
53.2¢
Final dividend
Subject to approval at
the 2025 AGM, a final
dividend of 114.4¢ in
respect of 2024 will
be payable on 15 May
2025 to shareholders
on the register at the
close of business on
4 April 2025.
114.4¢
a
114.4¢
a. The sterling amount of the
final dividend will be
announced on 28 April 2025 using the average
of the daily exchange rates for the three working
days commencing 23 April 2025.
Directors’ Report
276
IHG
Annual Report and Form 20-F 2024
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 pro
files
see page 303.
The Companies (Miscellaneous
Reporting) Regulations 2018
Set out below is our employee
engagement statement and on
page 278, our statement summarising
how the Directors have had regard
to the need to foster the Company’s
business relationships with suppliers,
customers and others.
Details of how the Directors have had regard
to the matters set forth in Section 172(1)(a)
to (f) of the Companies Act are provided on
pages 124 and 125.
Employee engagement statement
Our statement relates to IHG’s directly
employed individuals and should be
read in conjunction with our people
section, Section 172 statement,
Voice of the Employee and wider
workforce remuneration and employee
engagement disclosures on pages
124 to 125, 135 and 139.
During 2024, the main communication
channels to provide information of
concern to employees included weekly
newsletters, virtual town halls, CEO
and regional leadership calls, podcasts,
blogs, email broadcasts, videos and
business function team meetings.
Employees have been consulted and
given opportunities to express their views
and concerns through participation
in the employee engagement survey,
Voice of the Employee feedback
sessions, Employee Resource Groups
(ERGs), Colleague events (interactive
sessions relating to IHG’s strategy and
behaviours), quarterly performance,
development and wellbeing meetings,
team meetings and the Q&A session
as part of the CEO quarterly business
update call.
Each December, employees are
invited to join the employee share
plan. The plan is available to around
99% of our corporate employees
below the senior/mid-management
level (who receive LTIP and restricted
stock units awards). Further details
are on page 278.
Employees have been made aware
of the
financial and economic
factors
affecting the performance of the
Company through quarterly business
update calls with the CEO, as well
as business function team meetings
and other regional leadership calls.
The Chair and other Directors have
engaged with employees through
a number of means, including direct
interactions, Voice of the Employee
feedback sessions, Colleague events
and a series of opportunities held during
the year to meet Directors via video
meetings or in person.
Details of how Directors have
had regard to employee interests,
and the effect of that regard, including
principal decisions taken by IHG during
the year can be found on pages 43
and 124 to 125.
Employee numbers
Having a predominantly franchised
and managed business model means
that many of those people who work
at hotels operated under our brands
are not our employees.
The average number of IHG employees,
including part-time employees, during
2024 were as follows:
7,387 people worldwide (including
those in our corporate offices,
central reservations offices and
owned, leased and managed leased
hotels (excluding those in a category
below)), whose costs were borne
by the Group; and
20,752 people who either worked
directly on behalf of the System
Fund and whose costs were
borne by the System Fund, or as
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 hotel owners.
Due to the nature of our business,
there are many temporary, agency and
contract workers at hotels operated
under our brands who are not our
employees. The number of temporary
employees at corporate locations and
owned, leased and managed hotels
is not significant.
See note 4 of the Group Financial Statements
on pages 213 and 214.
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.
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.
See our people disclosures on pages 53 to 57.
Visit
ihgplc.com/responsible-business
for more information.
2024 share awards and grants
to employees
Our current policy is to settle 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 limits on dilution which
provide that commitments to issue new
shares or re-issue treasury shares under
executive plans should not exceed
5%, and under all plans should not
exceed 10%, 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 2024, the
Company transferred 765,000 treasury
shares (0.46% 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 4.41%.
As at 31 December 2024, there were
no options 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.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
277
Employee share ownership
trust (ESOT)
IHG operates an ESOT for the bene
fit
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 2024, the ESOT released 677,336
shares and at 31 December 2024, it held
911,015 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.
Certain shares that have been
allocated to share plan participants
under the Annual Performance Plan
(APP) are held in a nominee account
on behalf of those participants by
Computershare Investors Plc (Nominee).
As at 31 December 2024, the Nominee
held 249,714 forfeitable shares as
part of the APP. 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 exercises those votes in
accordance with the directions of the
participants. Shares that have not been
allocated to share plan participants
under such terms are held by the ESOT
and although the trustee has the right
to vote or abstain from exercising their
voting rights in relation to those shares,
it has a policy of not voting, which is in
line with guidelines. The trustee also
has the right to accept or reject any
offer relating to the shares in any way
it sees fit.
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 o
f 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 employee share plan,
known as the Colleague Share Plan,
was first introduced in 2019
following
approval by shareholders at the
Company’s 2019 AGM.
In accordance with the Colleague Share
Plan Rules, participants’ contributions are
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 receive a conditional
right to receive one share (Matching
Share) for every one Purchased Share
that they have purchased. Provided the
participants hold the Purchased Shares
in the Nominee until the second
anniversary of the end of the Plan Year,
the conditional right to Matching Shares
will vest.
In 2024, nearly 17 shares vested outside
of the usual timetable due to deaths
or good leavers, and in January 2025,
28,314 shares vested as part of the
fourth Plan Year. As at 14 February 2025,
the Nominee held 178,528 shares in
relation to the Colleague Share Plan.
Code of Conduct
The Code of Conduct (Code)
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 on our Code, including
the Board’s oversight of the Code,
are set out in the Strategic Report
on page 78.
Business relationships with
suppliers, customers and others
Our business relationships with our
guests, hotel owners and suppliers
are fundamental to our commercial
success. During the year, the Board
considered matters related to them and
had regard to the impact of decisions
on them as detailed in the key matters
discussed by the Board on pages 124
to 125. These included strategic and
operational matters relating to our
brand portfolio, global sales strategy
and operating regions.
The Board monitors relationships
through a mixture of presentations,
reports and direct engagement.
The Responsible Business Committee
specifically reviews responsible
procurement processes, targets
and the Supplier Code of Conduct.
Details of how relationships have been
maintained during the year are set out
in the key stakeholder engagement
tables on pages 9, 42 and 43.
The Group is party to a technology
agreement with Amadeus Hospitality
Americas, Inc. (Amadeus), for the
Guest Reservation System used by the
Group. 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 per
formance
obligations in this agreement are
guaranteed by Amadeus IT Group S.A.,
the parent company of Amadeus.
Otherwise, there are no specific
individual contracts or arrangements
considered to be essential to the
business of the Group as a whole.
Future business developments
of the Group
Details on these are set out in the Strategic
Report on pages 20 to 21.
Finance
Political donations
The Group made no political donations
under the Companies Act during the
year and proposes to maintain this
policy in respect of such donations.
Notwithstanding this policy, in
accordance with US law, one of IHG’s
US subsidiaries provides administrative
support to an employee-operated
Political Action Committee in the US
(US PAC), which is funded by voluntary
political donations from eligible
employees. The US PAC is not controlled
by IHG. All decisions regarding the
amounts and recipients of contributions
are directed by the Board of Directors
of the US PAC, in accordance with its
Charter and By-laws. In 2024, a total of
US $18,100 was expended on political
contributions by the US PAC.
Financial risk management
The Group’s financial risk management
objectives and policies, including its use
of
financial instruments, are set out in note
23 to the Group Financial Statements on
pages 236 to 240.
Directors’ Report
continued
278
IHG
Annual Report and Form 20-F 2024
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 o
f their potential
impact on the business of the Group
as a whole:
The $1.35 billion syndicated loan
facility agreement dated 28 April 2022
and maturing in April 2029, 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.
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 eight-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.
The six-year €600 million bond issued
by IHG Finance LLC on 28 November
2023, 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 IHG Finance LLC to redeem
or, at IHG Finance LLC’’s option,
repurchase the outstanding notes
together with interest accrued.
The seven-year €750 million bond
issued by IHG Finance LLC on
27 September 2024, 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 IHG
Finance LLC to redeem or, at IHG
Finance LLC’s option, repurchase
the outstanding notes together with
interest accrued.
Further details on material contracts
are set out on pages 293 and 294.
Disclosure of information to Auditor
For details, see page 179.
Greenhouse gas (GHG) emissions
and Streamlined Energy and
Carbon Reporting (SECR)
Disclosures in respect of GHGs and SECR
requirements are included on pages 74 to 76.
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 4 to 110 and in the Group
information on pages 280 to 295.
As at 31 December 2024, the Group
had total liquidity of $2,319m,
comprising $1,350m of undrawn
bank facilities and $969m of cash and
cash equivalents (net of overdrafts
and restricted cash).
There remains a wide range of
possible planning scenarios over the
going concern period. The scenarios
considered and assessment made
by the Directors in adopting the
going concern basis for preparing
these financial statements are
included on page 197.
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 2026, 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 the viability statement
on pages 109 and 110.
By order of the Board,
Nicolette Henfrey
Company Secretary
InterContinental Hotels Group PLC
Registered in England and Wales,
Company number 05134420
17 February 2025
Listing Rules – compliance with LR 6.6.4R
The below table sets out only those sections of LR 6.6.1R which are relevant. The remaining sections of LR 6.6.1R are
not applicable.
Section
Applicable sub-paragraph within LR 9.8.4C
Location
3
Details of long-term incentive schemes
Directors’ Remuneration Report, pages 138 to 166
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Annual Report and Form 20-F 2024
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History and developments
The Company was incorporated and
registered in England and Wales with
registered number 05134420 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 &
Butlers 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.
Recent acquisitions
and divestitures
The Group made no acquisitions or
disposals in 2024, 2023 or 2022.
Capital expenditure
Gross capital expenditure
a
in 2024
totalled $350 million compared
with $242 million in 2023 and
$161 million in 2022, see page 270.
At 31 December 2024, capital
committed (being contracts placed
for expenditure on property, plant
and equipment and intangible
assets not provided for in the
Group Financial Statements)
totalled $8 million, see
page 251.
Group information
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.
During 2024, the Group continued to
face risks relating to macro external
factors, including the impact of
continuing inflationary pressures and
challenges to labour availability in key
markets, ongoing conflict in Ukraine
and in the Middle East and elections
and changes within governments.
These factors contributed to additional
political, economic and financial market
developments and uncertainties,
including global supply chain
disruptions, continuing cybersecurity
threat levels, the potential for additional
tariffs and increases to the cost of
borrowing due to rising interest rates.
Following the outbreak of the war in
Ukraine, the Group ceased all operations
in Russia due to the ongoing and
increasing challenges of operating there
and consistent with evolving UK, US
and EU sanction regimes. The Group
continues to monitor the impact of
the war in relation to our two hotels in
Ukraine, one of which is operating.
The Group’s strategy will require
balancing of short-term execution and
long-term goals, along with resilience
in an environment of uncertainties
relating to, for example, its ability to
deliver innovation at scale and speed;
how it uses, stores, secures and transfers
data; owner preferences for and ability
to invest in its brands; global and local
supply chain efficiency and resiliency;
and legal and regulatory complexity
and litigation trends.
Several other factors will continue to
remain important to the Group’s outlook,
including those relating to operational
resilience, such as the safety and security
of hotel operations; guest preferences for
branded hotel experiences and loyalty in a
competitive industry where expectations
continue to evolve; and its ability to
attract and retain talent and capability
a. Definitions
for Non-GAAP revenue and operating pro
fit measures can be
found on pages 103 to 108.
Reconciliations of these measures to the most directly comparable line items within the Group
Financial Statements can be found on pages 266 to 272.
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where key aspects of the Group’s
growth ambitions and operations are
dependent on access to experience
and knowledge.
The Group also faces emerging risks
where the impact and likelihood are not
yet fully understood or factors that may
become significant in the medium- to
long-term. This includes uncertainty
linked to the rapidly evolving wider
macroeconomic and geopolitical
factors, including government policy
and how this might impact travel
patterns and business relationships,
central bank policy and how this might
impact development and financing
costs of owners, rapid development
of generative arti
ficial intelligence
technology, and the physical risks of
climate change on the Group’s activities.
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.
The principal risks are on pages 46 to 51,
the cautionary statements regarding forward-
looking statements are on page 309 and
financial and
forward-looking information
in note 8 on pages 217 to 221, and note 24
on pages 240 to 242.
1. Guest preferences or loyalty
for branded hotel experiences
and channels
The Group is subject to a competitive
and changing industry
The Group competes against 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
previously experienced consolidation,
and further such activity 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 significantly expanded
its brand portfolio, entered a number
of new partnerships and also expanded
co-branded credit card relationships to
support the IHG Rewards programme.
Since the rollout, integration and growth
of these brands (including associated
loyalty programmes) is dependent on
market conditions, guest preference and
owner investment, as well as 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, new
or changed operating models, services
and processes, and may result in failures
to improve commercial performance,
leading to financial loss and undermining
stakeholder confidence.
The Group is reliant on the ongoing
appeal of our Loyalty programme
The Group faces an increasingly
aggressive landscape as loyalty
programmes offered by other
hospitality companies, online travel
platforms, and
financial institutions
become a key factor to guests’ and
owners’ preference for the brand.
To satisfy guest expectations, it will be
necessary to expand loyalty reward
personalisation and provide a range of
offerings globally to support midscale
to luxury brands. Exclusive partnerships
will become increasingly important to
deliver experiences that attract and
retain new members. If we are unable
to sustain a competitive and appealing
loyalty programme our ability to attract,
engage, and retain loyalty members may
be compromised. This could negatively
impact our overall operating results
and financial condition, as well as the
performance of related initiatives.
2. Owner preferences for or
ability to invest in our brands
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
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 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, which has
remained a challenge in 2024, may
restrict the supply of suitable hotel
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Group information
continued
Risk factors
continued
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 o
f
the Group, including, for example, the
unwillingness of franchisees to support
individual or masterbrand 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 per
formance.
The Group is exposed to the risks
of hotel industry overcapacity
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 customer con
fidence
in business and leisure travel, whether
related to pandemics, war, or otherwise,
the cyclical nature of the hotel industry,
other differences between planning
assumptions and actual operating
conditions, cost-of-living pressures and
changes in stakeholder expectations
around environmental factors. These
conditions could result in reductions
in room rates and occupancy levels,
which would adversely impact the
financial per
formance of the Group.
3. Talent and capability attraction
or retention
The Group requires the right people,
skills and capability to manage
growth and change
In order to remain competitive, the
Group relies upon hiring and retaining
highly skilled employees with particular
expertise or leadership capability.
The Group’s strategic business plans
could be undermined by a failure to
build and sustain a resilient corporate
culture, failure to recruit or retain key
personnel, unexpected loss of key senior
employees, inadequate 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 quali
fied
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, pay
compression, and there may be attractive
roles and competitive rewards available
elsewhere which limit the ability to
attract and retain talent.
Labour shortages could restrict our
ability and the ability of franchisees to
operate hotel properties or grow our
business or could result in increased
costs that could adversely affect results
of operations. The Covid-19 pandemic
negatively affected the labour market for
employers. Staffing shortages in various
parts of the world could hinder our
ability to grow and expand our business.
Some emerging markets may not have
the required local expertise to operate a
hotel, particularly for luxury and lifestyle
brands, and may not be able to attract
the right talent.
If we or our franchisees are unable
to attract, retain, train, manage and
engage skilled individuals, the ability
to staff and operate the hotels that we
manage, own or franchise could be
diminished. This could reduce customer
satisfaction and adversely affect the
reputation of our brands. Labour costs
may also increase, threatening the ability
to operate hotels and our corporate
support functions, achieve business
growth targets or impact the profitability
of our operations. Additionally, unless
the Group maintains a sufficient
infrastructure to enable knowledge
and skills to be passed on, the Group
risks losing accumulated knowledge
if key employees leave.
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 o
f the Group’s
colleagues at its managed, owned,
leased and managed lease hotels in the
US, Canada, Mexico, Grand Cayman
and Netherlands 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. In 2024
bargaining agreements in several
major union markets expired and were
renegotiated. In 2025 there will be
labour activity in San Diego and some
smaller markets.
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. Data and information usage,
storage, security and transfer
The Group is exposed to cybersecurity
and data privacy risks
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 cloud-based storage and
facilities managed by third-party service
providers, in our managed hotels,
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and by our independently owned and
operated hotels, that are all subject
to the same or similar risks.
Cyber breaches are increasingly
becoming an unfortunate reality for
most companies and risks relating to
cybersecurity appear to be heightened in
light of geopolitical con
flicts. 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, among others.
For example, in 2022, parts of the Group’s
technology systems were subject to
unauthorised activity, causing disruption
to the Group’s booking channels and
other applications. A putative class
action suit was filed by a small group
of hotel owners related to the incident.
This claim was dismissed in its entirety
in July 2024. This cybersecurity breach
follows additional previous cybersecurity
incidents of a different nature in 2016.
The legal and regulatory environment
around data privacy and requirements
set out by the payment card industry
surrounding information security
across the many jurisdictions in which
the Group operates are constantly
evolving (such as the EU GDPR, China
cybersecurity law, and US State
privacy laws).
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 required to comply with marketing
and advertising laws relating to our direct
marketing practices, including email
marketing, online advertising, including in
our use of generative arti
ficial intelligence,
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 and ongoing
legal proceedings relating to cybersecurity,
data privacy and trade practices, see
pages 251 and 295.
The Group is exposed to
intellectual property risks
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 that 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.
5. Ethical and social expectations
The Group’s reputation and the value
of its brands are in
fluenced by the
perception of various stakeholders
of the Group
The reputation of the Group and the
value of its brands are in
fluenced 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 in
fluence
its business partners to) undertake
responsible practices and engage in
ethical behaviour, or fails to comply
with relevant regulatory requirements.
6. Legal, regulatory and
contractual complexity or
litigation exposures
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, franchise
laws and regulation, disability access,
competition/anti-trust and marketing
practices, 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 and use of arti
ficial
intelligence. 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.
Companies that operate franchise
systems may be subject to liabilities
and claims relating to the franchisor/
franchisee relationship, such as for
allegedly being a ‘joint employer’
with a franchisee. Changes in laws or
regulations relating to this relationship
could result in a determination that
we are a joint employer with our
franchisees or that our franchisees
are part of one uni
fied system subject
to joint and several liability. Such a
determination could subject us to liability
for employment-related and other
liabilities of our franchisees and could
cause us to incur other costs that have
a material adverse effect on our results
of operations and pro
fit.
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
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 295.)
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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
franchised, managed, owned, leased
or managed lease hotels 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
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 are increasingly
stringent, and our costs may increase
as a result.
The Group’s financial per
formance
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 o
f underlying subsidiaries
and tax uncertainties. 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 clari
fication
of uncertainties in the application of tax
law. The Group continues to monitor
external tax proposals, most notably
in the US where the new government
is reviewing retaliatory options against
perceived aggressive tax behaviours
by other territories against the US.
Further information is included in note
8 to the Group Financial Statements
on pages 217 to 221.
7. Supply chain efficiency and
resilience (including corporate
and hotel products and services)
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 o
f
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.
8. Operational resilience to
incidents or disruption or control
breakdown (including geopolitical,
safety and security, cybersecurity,
fraud and health-related)
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,
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 that,
if managed poorly, could further expose
the Group and its brands to significant
reputational damage.
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
rapidly evolving cyber threats, means
that we are inherently vulnerable to
physical damage, failures, disruptions,
denial of service, phishing or other
malware attacks, ransomware, cyber
terrorism and fraud, as well as human
error, negligence and wilful misuse.
These risks may be heightened when
these capabilities are provided offshore
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.
Group information
continued
Risk factors
continued
284
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Annual Report and Form 20-F 2024
The Group is exposed to political
and economic developments
The Group is exposed to political,
economic and financial market
developments, such as recession,
inflation and availability and/or cost
of credit (due to rising interest rates)
and currency fluctuations that could
lower revenues and reduce income.
The outlook for 2025 may worsen due to
continued unrest and continued conflict
in Ukraine and the Middle East, increased
geopolitical and trade tensions between
US and China and other geopolitical
tensions globally; potential disruptions
in the US economy; uncertain central
bank policies; the impact of
fluctuating
commodity prices (including oil) on
economies dependent on such exports;
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 events, or other
events, could trigger a recession that
reduces leisure and business travel
as demand for our services is closely
associated with the performance of
the general economy and is sensitive
to business and personal discretionary
spending levels. Decreased global
or regional demand for hospitality
products and services can be especially
pronounced during economic
downturns or low levels of economic
growth, and the hospitality industry may
fail to keep pace with overall economic
improvement. Such declines in demand
for our products and services could
adversely affect room rates and/or
occupancy levels and other income-
generating activities.
Specifically, the Group is most exposed
to the impact of political and economic
risk factors in relation to the change
of administration within the US market,
and 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 o
f 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 continued
disruption and consequences from
the war in Ukraine
The Group continues to monitor the
impact of the war in relation to our two
hotels in Ukraine, both of which are
operating. The Group has ceased all
operations in Russia. Although these
operations were not material to
consolidated financial results, the Group
continues to face uncertainty relating
to the broader consequences of this
conflict on global macroeconomic
conditions. These uncertainties include
the potential for governments to impose
additional sanctions or other economic
or military measures. Further expansion
or escalation of military confrontations
or related geopolitical tensions,
including increased restrictions on
global trade, could also result in, among
other things, depressed or restricted
travel demand, declines in consumer
confidence and economic growth,
an increased likelihood of cyber attacks
or information technology disruption,
supply chain disruptions, increases
in inflation rates, changes to
foreign
currency exchange rates, constraints,
volatility or disruption in financial
markets, the decreased availability
of raw materials, supplies, freight
and labour, and uncertainty about
economic and global stability.
The Group is also exposed to
disruption and consequences from
the conflict in the Middle East
The Group continues to face some
disruption relating to the broader
consequences of the Middle East
conflict on neighbouring countries
and on wider global macroeconomic
uncertainty, including supply chain
disruption through the region.
Further expansion or escalation of
military confrontations or related
geopolitical tensions could also result
in similar factors to those listed above
relating to the war in Ukraine.
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 o
f 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.
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 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 o
f its own
capital, the Group does require capital to
fund some development opportunities,
technological innovations and strategic
acquisitions; and to maintain and
improve owned, leased and managed
lease hotels. The Group is reliant upon
having financial strength and access
to capital markets and other borrowing
facilities to meet these expected
capital requirements.
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Parent Company
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Additional
Information
Annual Report and Form 20-F 2024
IHG
285
The Group’s $1,350m revolving credit
facility (RCF) is only available if the
financial covenants in the 
facility 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.
In addition, if the RCF was drawn and
repayment was demanded, it would
trigger a repayment of the bond debt.
If the Group’s
financial per
formance
does not meet market expectations, it
may not be able to refinance existing
bond and bank facilities on terms
considered favourable.
The Group currently has a senior
unsecured long-term credit rating of
BBB from S&P and a Baa2 rating from
Moody’s. In the event of the S&P rating
being downgraded below BBB- (a
downgrade of two levels) there would
be an additional step-up coupon of
1.25% payable on the bonds maturing
between 2025 and 2029. In the event of
the Moody’s rating being downgraded
below Baa3 (a downgrade of two levels),
there would be an additional step-up
coupon of 1.25% payable on the bonds
maturing in 2029. The bonds maturing in
2031 do not have a step-up coupon.
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 are held
in short-term deposits, money market
funds and repurchase agreements
with short maturities. Most of the
Group’s funds are held in the UK or US,
although $2 million (2023: $30 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 the bonds and RCF. Short-term
borrowing requirements may be met
from drawings under uncommitted
overdrafts and RCF.
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 o
f 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, credit risk o
f
owners or developments in the legal or
regulatory environment. Because of the
significance o
f 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. Due to significant
challenges and uncertainty in the
data associated with both risks and
opportunities, the Group is not yet able
to fully quantify the potential
financial
impacts of climate change. The Group
continues to refine its workplan to
enable quantification in the
future and
is focused on ensuring the identi
fied
risks and opportunities are integrated
into our business strategy.
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
€500 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.
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 interest rates may be higher on new
or replacement borrowings compared
to existing interest rates.
All of the current bond debt ($3,257m)
is at fixed rates. The Group may use
interest rate swaps to manage the
interest rate exposure.
The Group could be affected by
credit risk on treasury transactions
and loans to owners
The Group uses long-term credit ratings
from S&P, 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, including
loans to owners, 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. Further information
is included in note 15 to the Group
Financial Statements.
9. Our ability to deliver
technological or digital
performance or innovation
(at scale, speed, etc.)
The Group is exposed to inherent risks
in relation to changing technology
and systems
As the use of the internet, arti
ficial
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, for example in
relation to cross-border transfers of data,
may put the Group at a competitive
disadvantage. Generative artificial
intelligence is an emerging technology
that the Group expects will create
uncertainty for the travel and hospitality
sector and society in general.
Group information
continued
Risk factors
continued
286
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Annual Report and Form 20-F 2024
The primary impacts are considered to
be in relation to how guests will find and
interact with hotels, how colleagues will
work and talent and capability attraction
or retention (among others).
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, impact
our appeal to owners, incur substantial
costs or face other losses. This could
further impact the Group’s reputation
in regards to innovation.
(See also ‘4. Data and information usage,
storage, security and transfer’.)
The Group’s integration of AI
technologies into our processes
and systems may introduce various
operational, compliance and
reputational risks
If the Group fails to keep pace with
the capabilities provided by emerging
AI technologies, it could weaken the
Group’s competitive position and
negatively impact its financial results.
The use of AI, particularly generative
AI, may lead to new liabilities, increased
regulatory scrutiny and potential
cybersecurity incidents involving
personal data, all of which could
harm our reputation and operations.
Additionally, challenges in managing AI
applications could result in inaccuracies,
biases and legal and ethical concerns.
As AI evolves, the Group may face
increased costs related to compliance
with emerging regulations, necessitating
significant resources to ensure
ethical implementation and mitigate
unintended consequences.
The Group is exposed to
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, which may impact
the Group’s profitability, undermine
the Group’s own booking channels
and value to its hotel owners.
10. The impact of climate-related
physical and transition risks
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 speci
fic
countries, cities or individual hotels, as
well as increased transportation and
fuel costs.
Additionally, the Group may be 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.
The Group is exposed to climate
change and sustainability risks
The Group is subject to both physical
risks, such as extreme weather events
and rising sea levels, and transition
risks related to changing consumer
preferences and evolving regulations
on greenhouse gas emissions and
sustainability. Furthermore, shifts in
consumer travel preferences due to
sustainability concerns, along with
increased energy costs and insurance
premiums for our hotels, could
negatively impact our operations.
Collectively, these factors may lead
to higher operating costs, reduced
demand, and operational disruptions,
adversely affecting our profitability
and growth.
The Group is exposed to risks relating
to our commitments in relation to
Climate Change
In line with our commitment to reduce
our energy use and carbon emissions
in line with climate science, the Group
has implemented a 2030 science-based
target to reduce absolute scope 1, 2,
and scope 3 greenhouse gas emissions
from fuel and energy-related activities
and franchises by 46% by 2030 from a
2019 base year. This ambition requires
significant trans
formation across IHG,
hotel owners and supply chain partners,
including investment in physical assets
and operational procedures. It is also
dependent on government financial
incentives, the decarbonisation of
electricity grids and hotel owners
having access to scalable, cost-effective
renewable energy, as well as new
operational behaviours and mindset
shifts, including from guests, to adapt
to low-energy products and services.
Despite its ongoing efforts, the Group
is not on track to meet its 2030 target.
The Group remains dedicated to the
actions it is taking to assist hotel owners
in reducing carbon emissions and
while its programmes will require time
to scale, the actions being taken today
will improve operational efficiency of
IHG hotels and prepare for accelerated
decarbonisation once market factors are
more favourable.
Strategic
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Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
287
Cybersecurity
Cybersecurity governance
IHG’s Board of Directors is ultimately
accountable for establishing a
framework of prudent and effective
controls, which enable risk to be
assessed and managed. Management,
including the Chief Information Security
Officer (CISO) and our cybersecurity
team, regularly update the Board on the
company’s cybersecurity programmes,
material risks and mitigation strategies
and provide status and risk reports at
least annually. The Audit Committee
reviews the appropriateness of
IHG’s risk management and internal
control framework to address risks
and has allocated particular attention
to cybersecurity and governance
in the context of previous criminal,
unauthorised access to the Group’s
technology systems.
Management is responsible for
identifying, considering and assessing
material cybersecurity risks on an
ongoing basis, establishing processes to
ensure that such potential exposures are
monitored, putting in place appropriate
mitigation measures and maintaining
cybersecurity programmes. This is
guided by periodic external third-party
assessment of IHG’s cyber risks and
the maturity of the cybersecurity
programme. The cyber incident
response framework uses de
fined
playbooks, coordinating with external
incident response groups and aligning
with wider IHG crisis management and
escalation protocols, including triggers
for reporting to senior management,
Board of Directors and external parties
where required.
IHG’s CISO has overall responsibility for
the Information Security strategy and
the development and management of
the associated programme. The CISO
was hired by IHG in 2018 from Invesco,
a global investment management
company, where he built and ran the
cybersecurity programme as CISO
for more than 10 years. The CISO is
supported by a dedicated, certified
and experienced in-house team,
complemented by outsourced groups
for performing either highly repetitive or
operational tasks or for very specialised
skillsets such as penetration testing or
cyber forensics.
The CISO receives reports from the
team to enable the monitoring of the
prevention, detection, mitigation, and
remediation of cybersecurity incidents.
IHG employs several independent or
third-party mechanisms to provide a
level of assurance that the different
information security capabilities are
operating effectively and assessment
of risk is also informed by observations
arising from a variety of independent
auditing either from IHG’s Internal
Audit function or as part of regulatory
compliance work performed including
Sarbanes-Oxley, HIPAA, SWIFT, SOC-
1 and MLPS (China). As noted above,
periodic external assessments are
also conducted of the maturity of the
cybersecurity programme, which are
also reported to the Board of Directors.
Cybersecurity risk management
Cybersecurity is an integral part of IHG’s
overall risk management and internal
control framework. Our information
security risk management programme
follows the National Institute of
Standards and Technology Cyber
Security Framework and supports the
identification o
f the systems, data,
and other information assets that are
considered most sensitive from a
confidentiality perspective, or most
critical from an availability perspective.
These include guest data, credit card
data, pre-public financial in
formation,
and revenue generating applications.
Standards, policies and procedures
are in place to manage how personal
data can be used and protected
across IHG, including a requirement
for participation by all employees in
annual e-learning training on handling
information responsibly.
The Information Security
programme incorporates:
Engagement with leaders from other
IHG business functions, including
to identify and assess cybersecurity
threats, and to act as point of contact
for escalation of issues and incidents.
User awareness and colleague
engagement, including
communications to corporate and
hotel teams on changing threats
and phishing simulation exercises
to raise risk awareness.
Maintenance of information risk
management processes including
a risk register and standard
contract language.
Risk assessment of third parties
based on access to IHG systems,
data, and operational reliance using
a combination of manual procedures,
for example, completion of security
questionnaires, and independent
cyber risk scoring. Critical rated third
parties are reviewed annually.
Security compliance to coordinate
required tracking of compliance for
applicable regulations and standards,
including remediation of any
regulatory and audit findings.
Security engineering and architecture
to define, implement and maintain
standards for the secure use of core
technology platforms and solutions,
including new technology solutions
and potential business partners
and acquisitions.
Assessment of the security of
individual business applications
and platforms, including good
security hygiene within coding.
Vulnerability management
for all technical components
of infrastructure and core
application platforms.
Identity and access management
for global platforms and solutions,
including privileged access
management, and loyalty
account members.
Cyber threat intelligence relationships
with worldwide law enforcement and
intelligence sharing organisations,
profiling likely threat actors and
methods, and providing insight
on threat levels.
Security operations monitoring,
triaging alerts to facilitate response
and action within agreed service
level agreements.
Cyber incident response using agreed
and practised playbooks for security
events, coordinating with external
incident response groups and wider
IHG crisis protocols, and deploying
tabletop exercises to simulate
scenarios and identify potential
gaps in response.
Center of Excellence project
management, continuous process
improvement, tracking of key
performance metrics, change
management, and communications
to internal, executive and external
stakeholder groups.
Group information
continued
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In 2024 we did not identify any
cybersecurity threats that have
materially affected or are reasonably
likely to materially affect our business
strategy, results of operations, or
financial condition. However, despite
our efforts, we cannot eliminate all
risks from cybersecurity threats, or
provide assurances that we have
not experienced an undetected
cybersecurity incident.
As we explained in our 6 and
29 September 2022 Stock Exchange
Announcements, parts of our
technology systems were subject
to unauthorised activity, causing
disruption to our booking channels
and other applications. In line with our
crisis management framework, teams
across IHG came together to evaluate
and address the incident, supported
by external specialists. No evidence
of unauthorised access to systems
storing guest data was identified.
The Board was engaged throughout
the incident response.
For more information about our risks,
please refer to pages 46 to 51 and
pages 280 to 287.
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
be a corresponding reduction in
compensation payable for loss
of office.
Visit
ihgplc.com/investors
under Corporate
governance in the Directors’ Remuneration
Policy section for further details about the
determination of termination payments in
the Directors’ Remuneration Policy.
Directors’ and Executive Committee members’ shareholdings
As at 14 February 2025: (i) Executive Directors had a number of bene
ficial interests in shares (including Directors’ share awards
under IHG’s share plans) set out in the table below; (ii) Non-Executive Directors had the number of bene
ficial interests in shares
set out in the table on page 152; and (iii) Executive Committee members had the number of bene
ficial 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
14 February 2024, 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 o
f any subsidiary.
Executive Committee
member
Number of shares held outright
APP deferred share awards
LTIP/DAP share awards
(unvested)
Total number of shares held
14 Feb
2025
31 Dec
2024
31 Dec
2023
14 Feb
2025
31 Dec
2024
31 Dec
2023
14 Feb
2025
31 Dec
2024
31 Dec
2023
14 Feb
2025
31 Dec
2024
31 Dec
2023
Elie Maalouf
109,462
109,462
99,265
32,921
32,921
24,833
208,149
208,149
157,908
350,532
350,532
282,006
Michael Glover
15,675
15,675
13,307
8,064
8,064
3,247
78,497
78,497
47,152
102,236
102,236
63,706
Jolyon Bulley
52,164
52,164
52,164
22,045
22,045
17,034
74,938
74,938
62,472
149,147
149,147
131,670
Yasmin Diamond
5,683
5,683
5,043
14,568
14,568
11,151
36,299
36,299
36,929
56,550
56,550
53,123
Nicolette Henfrey
15,361
15,361
11,351
16,623
16,623
12,545
42,700
42,700
42,232
74,684
74,684
66,128
Wayne Hoare
17,546
17,546
12,172
20,601
20,601
16,207
51,343
51,343
53,487
89,490
89,490
81,866
Kenneth
Macpherson
24,060
24,060
24,060
20,093
20,093
15,808
50,072
50,072
52,167
94,225
94,225
92,035
Heather Balsley
1,555
1,555
4,666
4,666
3,174
38,437
38,437
34,544
44,658
44,658
37,718
Jolie Fleming
0
0
n/a
3,288
3,288
n/a
23,701
23,701
n/a
26,989
26,989
n/a
Daniel Aylmer
8
8
n/a
6,483
6,483
n/a
17,870
17,870
n/a
24,361
24,361
n/a
Strategic
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Annual Report and Form 20-F 2024
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Group information
continued
Description of securities other than equity securities
Fees and charges payable to a depositary
Category
(as defined by SEC)
Depositary actions
Associated fee
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.
$5 for each 100 ADSs (or portion thereof)
Receiving or
distributing
dividends
Distribution of stock dividends
$5 for each 100 ADSs (or portion thereof)
Distribution of cash
$0.05 or less per ADS (or portion thereof)
Selling or
exercising
rights
Distribution or sale of securities, the fee being in an amount
equal to the fee for the execution and delivery of ADSs,
which would have been charged as a result of the deposit
of such securities
$5 for each 100 ADSs (or portion thereof)
Withdrawing
an underlying
security
Acceptance of ADRs surrendered for withdrawal
of deposited securities
$5 for each 100 ADSs (or portion thereof)
Transferring,
splitting or
grouping
receipts
Transfers, combining or grouping of depositary receipts
$1.50 per ADS
General
depositary
services,
particularly
those charged
on an annual
basis
Other services performed by the depositary in
administering the ADRs
$0.05 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 of
the depositary
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 or 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.
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
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, 390 Madison Avenue, New York, NY 10017. 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. The Company received $422,107 (of which $209,577 related to 2023 and
$212,530 related to 2024) from the ADR Depositary during the year ended 31 December 2024 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 and investor relations programmes.
290
IHG
Annual Report and Form 20-F 2024
Articles of Association
The Company’s Articles of Association
(the Articles) were first adopted with
effect from 27 June 2005, were most
recently amended at the AGM held on
3 May 2024 and are available on the
Company’s website at
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 05134420.
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 bene
fit
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 o
f
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 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 any limitation in the
Articles (currently $5 billion), 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 quali
fication.
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 pro
fits 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. I
f 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 speci
fic assets
(and in particular of paid-up shares or
debentures of any other company).
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
291
Group information
continued
Articles of Association
continued
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.
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
or to 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.
292
IHG
Annual Report and Form 20-F 2024
Working Time
Regulations 1998
In the UK, many employees of Group
companies are covered by the Working
Time Regulations, which came into force
on 1 October 1998. These regulations
implemented the EU 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. The Working Time Regulations
continue to apply in the UK following the
UK’s exit from the EU as retained EU law
under the European Union (Withdrawal)
Act 2018, as amended.
In the UK, there is in place a national
minimum wage under the National
Minimum Wage Act 1998, as amended.
At 31 December 2024, the minimum
wage for individuals aged 18 to 20 was
£8.60 per hour and for those aged 21 or
over was £11.44 per hour in each case,
excluding apprentices aged under 18
years or, otherwise, in the first year o
f
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.
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
In April 2022, the Company, together
with Six Continents Limited and
InterContinental Hotels Limited (as
borrowers and guarantors), signed a five-
year $1.35 billion bank facility agreement
(Syndicated Facility) with Bank of
America Europe Designated Activity
Company, Bank of China Limited,
London Branch, Barclays Bank PLC, BNP
Paribas, London Branch, Commerzbank
Aktiengesellschaft, London Branch,
DBS Bank Ltd, London Branch, Mizuho
Bank, Ltd., MUFG Bank, Ltd., Standard
Chartered Bank, Truist Securities, Inc.,
Unicredit Bank AG, U.S. Bank National
Association and Wells Fargo Bank, N.A.,
London Branch all acting as lenders,
mandated lead arrangers and joint
bookrunners, and MUFG Bank, Ltd.
as facility agent.
During 2023, IHG Finance LLC, a Group
company, acceded to the Syndicated
Facility agreement as an additional
guarantor and the Syndicated Facility
agreement was amended to ensure
that the implementation of IFRS 16
‘Leases’ was accurately reflected in the
agreement’s terms. The Company has
also exercised its ability to extend the
term of the Syndicated Facility by two
additional periods of 12 months, taking
its term to April 2029.
The interest margin payable on
borrowings under the Syndicated Facility
is linked to the long-term credit rating
assigned to the senior unsecured and
unsubordinated debt of the Company.
The margin can vary between the
applicable reference rate + 0.50%
and the applicable reference rate +
1.00% depending on the credit rating.
The Syndicated Facility was undrawn
as at 31 December 2024.
£4 billion Euro Medium Term Note
programme
In 2024, the Group updated its Euro
Medium Term Note programme (EMTN
Programme) and issued a tranche
of €750 million 3.625% notes due
27 September 2031 (2024 Issuance).
On 19 September 2024, an amended
and restated trust deed (Trust Deed)
was executed by the Company and IHG
Finance LLC (IHGFL) as issuers (Issuers);
the Company, IHGFL, Six Continents
Limited and InterContinental Hotels
Limited as guarantors (Guarantors) and
U.S. Bank Trustees Limited as trustee
(Trustee), pursuant to which the trust
deed dated 27 November 2009, as
supplemented by six supplemental trust
deeds dated 7 July 2011, 9 November
2012, 16 June 2015, 11 August 2016,
14 September 2020 and 21 September
2023 originally between the Company
as issuer, Six Continents Limited
and InterContinental Hotels Limited
as guarantors and HSBC Corporate
Trustee Company (UK) Limited as
trustee relating to the Programme,
was amended and restated. Under the
Trust Deed, the Issuers may issue notes
(Notes) unconditionally and irrevocably
guaranteed by the Guarantors, up to a
maximum nominal amount from time
to time outstanding of £4 billion (or its
equivalent in other currencies). Notes are
to be issued in series (each a Series) in
bearer or registered 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
Issuers and the Guarantors has given
certain customary covenants in favour
of the Trustee.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
293
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 of Association 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.
The Final Terms issued under the 2024
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.
On 19 September 2024, the Issuers and
the Guarantors entered into an amended
and restated agency agreement
(Agency Agreement) with Elavon
Financial Services DAC, UK Branch as
principal paying agent, Elavon Financial
Services DAC as transfer agent and
registrar and the Trustee, pursuant to
which the Issuers and the Guarantors
appointed paying agents and calculation
agents in connection with the EMTN
Programme and the Notes.
Under the Agency Agreement, each
of the Issuers and the Guarantors
has given a customary indemnity in
favour of the paying agents and the
calculation agents.
On 19 September 2024, the Issuers and
the Guarantors entered into an amended
and restated dealer agreement (Dealer
Agreement) with Barclays Bank PLC
as arranger and Bank of China Limited,
London Branch, Barclays Bank PLC,
Commerzbank Aktiengesellschaft,
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 EMTN
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.
Group information
continued
Material contracts
continued
294
IHG
Annual Report and Form 20-F 2024
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, which
are ongoing. Litigation is inherently
unpredictable and, as at 14 February
2025, unless stated otherwise, the
outcome of these matters cannot
be reasonably determined.
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 con
fidence,
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 in
formation to
be compromised. As of 14 February
2025, 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.
Seven claims were filed in March 2022
against Holiday Hospitality Franchising
LLC, Six Continents Hotels, Inc., and
the IHG Owner’s Association, seeking
class action status on behalf of the
Group’s franchisees. Following dismissal
of two claims and consolidation of the
remaining, an amended claim was filed
against Holiday Hospitality Franchising
LLC and Six Continents Hotels, Inc.,
alleging claims for breach of contract,
breach of implied covenant of good
faith and fair dealing, breach of
fiduciary
duty, declaratory judgement, violation
of the Sherman Act and demand for
accounting. The claims allege that the
Group, as franchisor, is engaged in
unlawful business practices relating to
numerous programmes, products and
requirements which are purportedly
part of the Group’s franchise system.
The Court dismissed the majority of
the claims, and the remaining claims
allege breach of contract and deceptive
trade practices. The Court ruled in
IHG’s favour on the remaining claims
and the matter is on appeal. As of
14 February 2025, 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 15 September
2022 against Holiday Hospitality
Franchising LLC, Six Continents Hotels,
Inc., and IHG Technology Solutions, Inc.
seeking class action status and damages
for alleged claims for breach of contract,
deceptive trade practices under state
law, negligence and unjust enrichment.
The allegations relate to the criminal,
unauthorised access into the Group’s
systems. On 31 July 2024, the Court
dismissed the claims with prejudice,
and no appeal was filed. Accordingly,
the matter has been resolved.
An arbitration was filed on 11 December
2022, alleging that Holiday Inns Middle
East Limited breached its contractual
obligations by causing delay in relation
to the opening of a hotel. The claim
seeks monetary damages for various
alleged losses. As of 14 February
2025, the likelihood of a favourable
or unfavourable result cannot be
reasonably determined.
Six Continents Hotels, Inc. is a party to
two lawsuits seeking class action status
that were filed in February and March
2024 against Six Continents Hotels,
Inc. and other hotel companies as well
as revenue management software
providers. The lawsuits allege that
the defendants violated antitrust laws
by exchanging proprietary, current, and
forward-looking information causing
consumers to pay higher room rates.
Motions to dismiss have been filed in
both actions. As of 14 February 2025, 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.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
295
Taxation
This section provides a summary of
material US federal income tax and
UK tax consequences to 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 any 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; and
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 o
f
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 o
f 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), except 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 ordinary 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 ‘quali
fied
dividend income’. The Company
expects that dividends paid by the
Company with respect to the ordinary
shares or ADSs will constitute qualified
dividend income. Non-corporate
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.
Shareholder information
296
IHG
Annual Report and Form 20-F 2024
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 certain 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.
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 o
f 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 quali
fied
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 2024 taxable year.
However, the Company’s PFIC status
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 distributions 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 pre
ferential
rates for quali
fied dividend income
described above would not apply if the
Company were a PFIC for the taxable
year of the distribution or the preceding
taxable year.
Certain elections may be available
(including a mark-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 o
f 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
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
297
Shareholder information
continued
Taxation
continued
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.
The above discussion reflects current
UK tax law. The Finance Bill currently
proceeding through the UK Parliament
contains provisions affecting UK
inheritance tax from 6 April 2025 (which,
broadly, provide for the repeal of the
concepts of domicile and deemed
domicile and their replacement with a
long-term residence-based approach).
US Holders who may be impacted by
these changes should consult with
their tax advisers as necessary.
UK stamp duty and SDRT
Neither stamp duty nor Stamp Duty
Reserve Tax (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 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 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. However, such
transfers will not attract stamp duty or
SDRT where they satisfy the conditions
of an exemption, including exemptions
which can apply to certain capital raising
or qualifying listing arrangements.
Specific pro
fessional advice should
be sought before paying a 1.5%
SDRT or stamp duty charge in
any circumstances.
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 bene
ficial 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.
Any UK stamp duty or SDRT imposed
upon transfers of ADSs or ordinary
shares will not be creditable for US
federal income tax purposes. US Holders
should consult their tax advisers
regarding whether any such UK stamp
duty or SDRT may be deductible or
reduce the amount of gain (or increase
the amount of loss) recognised upon
a sale or other disposition of the ADSs
or ordinary shares.
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 (but may be
required to establish their exempt status).
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 furnished
in a timely manner 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.
298
IHG
Annual Report and Form 20-F 2024
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 e
ffectiveness 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.
Insider trading policy
The Company has in place a code of
practice for dealing in the Company’s
securities, which is designed to
ensure that the Company’s Directors,
Executive Committee members and
certain of the Group’s employees
comply with applicable insider trading
laws, rules and regulations and related
regulatory obligations.
A copy of the code of practice is
included as Exhibit 11.1 to this Annual
Report and Form 20-F.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
299
Shareholder information
continued
Summary of signi
ficant
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 176
and 177.
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. Listed companies are
required to state how they have applied
the Code’s principles, and the provisions
operate on a ‘comply or explain’ basis,
where any areas of non-compliance
should be disclosed 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
17 February 2025, the Board consisted
of the Chair, independent at the time
of her appointment, two Executive
Directors and seven 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 17 February 2025
and throughout 2024, ful
filled 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, including recommending
suitable candidates for the role of Senior
Independent Non-Executive Director.
The Company’s Nomination Committee
consists of the Chair and independent
Non-Executive Directors.
The Chair of the Company is not
a member of the Audit Committee.
As set out on page 128, the Audit
Committee is chaired by an independent
Non-Executive Director who, in the
Board’s view, has the experience and
qualifications to satis
fy the criterion
under US rules for an ‘audit committee
financial expert’.
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 o
f ‘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 pages 78 to 79, IHG’s
Code of Conduct is applicable to all
Directors, officers and employees, and
is available on the Company’s website
at
ihgplc.com/investors/corporate-
governance/code-of-conduct
.
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.
300
IHG
Annual Report and Form 20-F 2024
Return of funds
Since March 2003, the Group has returned over £8 billion of funds to shareholders by way of special dividends, capital returns
and share repurchase programmes.
Return of funds programme
Timing
Total return
Returned to date
£501m special dividend
a
Paid in December 2004
£501m
£501m
£250m share buyback
Completed in 2004
£250m
£250m
£996m capital return
a
Paid in July 2005
£996m
£996m
£250m share buyback
Completed in 2006
£250m
£250m
£497m special dividend
a
Paid in June 2006
£497m
£497m
£250m share buyback
Completed in 2007
£250m
£250m
£709m special dividend
a
Paid in June 2007
£709m
£709m
£150m share buyback
N/A
b
£150m
£120m
$500m special dividend
ac
Paid in October 2012
£315m
d
($500m)
£315m
e
($505m)
$500m share buyback
Completed in 2014
£315m
d
($500m)
£315m
($500m)
f
$350m special dividend
Paid in October 2013
£229m
g
($350m)
£228m
($355m)
h
$750m special dividend
a
Paid in July 2014
£447m
i
($750m)
£446m
($763m)
j
$1,500m special dividend
a
Paid in May 2016
£1,038m
k
($1,500m)
£1,038m
($1,500m)
$400m special dividend
a
Paid in May 2017
£309m
l
($400m)
£310m
($404m)
$500m special dividend
a
Paid in January 2019
£389m
m
($500m)
£388m
($510m)
$500m share buyback
Completed in January 2023
£432m
($496m)
£432m
($496m)
$750m share buyback
Completed in December 2023
£595m
($746m)
£595m
($746m)
$800m share buyback
Completed in December 2024
£622m
($792m)
£622m
($792m)
Total
£8,294m
£8,262m
a. Accompanied by a share consolidation.
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 be
fore 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 be
fore 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 be
fore 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 o
f $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 o
f $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 o
f £1 = $1.2860, as announced on 17 January 2019.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
301
Purchases of equity securities by the Company and affiliated purchaser
The Group’s $800m share buyback programme was announced on 20 February 2024 and completed on 27 December 2024.
As at 31 December 2024, 7,544,912 shares had been repurchased at an average price of £82.41 per share (approximately £622m).
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
Maximum number of
shares (or units) that
may be purchased
under the plans or
programmes
Month 1 (no purchases this month)
17,515,456
a
Month 2
600,716
85.8571
600,716
17,515,456
a
Month 3
423,035
82.9681
423,035
17,515,456
a
Month 4
1,263,484
78.9089
1,263,484
17,515,456
a
Month 5
888,432
78.4774
888,432
16,427,423
b
Month 6
485,549
81.0127
485,549
16,427,423
b
Month 7
801,607
81.3033
801,607
16,427,423
b
Month 8
1,058,693
73.5652
1,058,693
16,427,423
b
Month 9
442,368
77.8577
442,368
16,427,423
b
Month 10
442,363
85.0328
442,363
16,427,423
b
Month 11
421,338
94.4764
421,338
16,427,423
b
Month 12
717,327
99.5701
717,327
16,427,423
b
a. Reflects the resolution passed at the Company’s AGM held on 5 May 2023.
b. Reflects the resolution passed at the Company’s AGM held on 3 May 2024.
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.
Interim dividend
Final dividend
Total dividend
Special dividend
pence
cents
pence
cents
pence
cents
pence
cents
2024
40.8
53.2
N/A
a
114.4
N/A
a
167.6
2023
38.7
48.3
83.9
104
122.6
152.3
2022
37.8
43.9
76.08
94.5
113.88
138.4
2021
67.50
85.9
67.50
85.9
2020
2019
32.0
39.9
b
b
32.0
39.9
2018
27.7
36.3
60.4
78.1
88.1
114.4
203.8
ce
262.1
ce
2017
24.4
33.0
50.2
71.0
74.6
104.0
156.4
c
202.5
c
2016
22.6
30.0
49.4
64.0
72.0
94.0
438.2
c
632.9
c
2015
17.7
27.5
40.3
57.5
58.0
85.0
2014
14.8
25.0
33.8
52.0
48.6
77.0
174.9
c
293.0
c
2013
15.1
23.0
28.1
47.0
43.2
70.0
87.1
133.0
2012
13.5
21.0
27.7
43.0
41.2
64.0
108.4
c
172.0
c
2011
9.8
16.0
24.7
39.0
34.5
55.0
2010
8.0
12.8
22.0
35.2
30.0
48.0
2009
7.3
12.2
18.7
29.2
26.0
41.4
2008
d
6.4
12.2
20.2
29.2
26.6
41.4
2007
5.7
11.5
14.9
29.2
20.6
40.7
200
c
2006
5.1
9.6
13.3
25.9
18.4
35.5
118
c
a. The sterling amount of the
final dividend will be announced on 28 April 2025 using the average o
f the daily exchange rates for the three working days
commencing 23 April 2025.
b. The Board withdrew its recommendation of a
final dividend in respect o
f 2019 of 85.9¢ per share.
c. Accompanied by a share consolidation.
d. 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.
e. This special dividend was announced on 19 October 2018 and paid on 29 January 2019.
Shareholder information
continued
302
IHG
Annual Report and Form 20-F 2024
Shareholder profiles
Shareholder profile by type as at 31 December 2024
Category of shareholder
Number of
shareholders
Percentage of
total shareholders
Number of
ordinary shares
Percentage of
issued share capital
Private individuals
26,336
94.85
6,352,942
3.86
Nominee companies
1,090
3.93
125,406,539
76.09
Limited and public limited companies
179
0.64
17,609,847
10.69
Other corporate bodies
154
0.55
15,322,374
9.30
Banks and unknown
8
0.03
96,339
0.06
Total
27,767
100
164,788,041
100
Shareholder profile by size as at 31 December 2024
Range of shareholdings
Number of
shareholders
Percentage of
total shareholders
Number of
ordinary shares
Percentage of
issued share capital
1–199
19,372
69.77
1,116,596
0.68
200–499
4,606
16.59
1,439,999
0.87
500–999
1,837
6.62
1,268,144
0.77
1,000–4,999
1,275
4.59
2,505,467
1.52
5,000–9,999
162
0.58
1,132,597
0.69
10,000–49,999
274
0.99
6,388,604
3.88
50, 000–99,999
78
0.28
5,616,776
3.41
100,000–499,999
117
0.42
24,204,509
14.69
500,000–999,999
20
0.07
13,851,597
8.41
1,000,000 and above
26
0.09
107,263,752
65.09
Total
27,767
100
164,788,041
100
Shareholder profile by geographical location as at 31 December 2024
Country/Jurisdiction
Percentage of
issued share capital
UK
33.2%
Rest of Europe
18.0%
North America (inc. ADRs)
46.6%
Rest of world
2.2%
Total
100%
The geographical profile presented is based on an analysis o
f shareholders (by manager) of 10,000 shares or above where
geographical ownership is known. This analysis only captures 93% of total issued share capital. Therefore, the known percentage
distributions have been multiplied by 100/93 to achieve the figures shown in the table above.
As of 14 February 2025, 13,371,894 ADRs equivalent to 13,371,894 ordinary shares, or approximately 8.4% of the total issued share
capital, were outstanding and were held by 388 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 bene
ficial owners.
As of 14 February 2025, there were a total of 27,628 recorded holders of ordinary shares, of whom 220 had registered addresses
in the US and held a total of 263,607 ordinary shares (0.16% of the total issued share capital).
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
303
As described in note 15 to the Consolidated Financial Statements, certain of the Group’s
financial assets, which are held in
subsidiaries of InterContinental Hotels Group PLC, are subject to restrictions. Since the Group as a whole has net liabilities, the
restricted net assets of InterContinental Hotels Group PLC’s consolidated subsidiaries as of 31 December therefore exceeded
25% of consolidated net assets. This Schedule I has therefore been provided pursuant to the requirements of Securities and
Exchange Commission (“SEC”) Regulation S-X Rule 12-04(a), which require condensed financial in
formation of a parent company
as of the same dates and for the same periods for which audited consolidated
financial statements have been presented,
revised to include 2023 and 2022 comparatives.
The Condensed Parent Company financial in
formation should be read in conjunction with the Consolidated Financial
Statements. The condensed financial in
formation has been prepared using the same material accounting policies as set out
in the Consolidated Financial Statements. Additionally, investments in subsidiaries are included at cost less any provision for
impairment in value. Where the Company grants awards over its own shares to the employees of its subsidiaries, it recognises an
increase in the cost of investment in its subsidiaries equivalent to the equity-settled share-based payment charge. Any consideration
received from subsidiaries in relation to those awards does not represent an increase in the cost of investment. 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. In the condensed statement of cash
flows, dividends received
are presented within investing activities.
The condensed financial in
formation is presented in millions of US dollars.
Dividends paid by the parent company are analysed in note 9 to the Consolidated Financial Statements.
As at 31 December 2024, there are no mandatory dividend or redemption requirements for redeemable stocks to disclose.
Condensed statement of pro
fit/(loss) and other comprehensive income o
f the Parent Company
For the year ended 31 December 2024
2024
$m
2023
$m
2022
$m
Administrative expenses
(2)
(2)
(2)
Operating loss
(2)
(2)
(2)
Dividend income from subsidiary undertaking
762
1,877
858
Financial income
30
30
4
Financial expenses
(81)
(77)
(85)
Profit be
fore tax
709
1,828
775
Tax
16
16
21
Profit
for the year
725
1,844
796
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
(Losses)/gains on cash flow hedges, including related tax charge o
f $2m
(2023: $1m charge; 2022: $2m credit)
(51)
(36)
36
Costs of hedging
1
2
3
Hedging losses/(gains) reclassified to financial expenses
57
35
(43)
Exchange (losses)/gains on translation
(38)
119
(110)
Total other comprehensive (loss)/income for the year
(31)
120
(114)
Total comprehensive income for the year
694
1,964
682
Total comprehensive income for the year is entirely attributable to the equity holders of the Parent Company.
Schedule 1: Condensed Parent Company
financial in
formation
304
IHG
Annual Report and Form 20-F 2024
Condensed statement of
financial position o
f the Parent Company
31 December 2024
2024
$m
2023
$m
ASSETS
Investments in subsidiary undertakings
4,077
4,113
Derivative financial instruments
1
Deferred tax assets
53
55
Total non-current assets
4,130
4,169
Amounts due from related parties
193
1,107
Other receivables
16
9
Total current assets
209
1,116
Total assets
4,339
5,285
LIABILITIES
Loans and other borrowings
(381)
(555)
Amounts due to related parties
(1)
Derivative financial instruments
(26)
Total current liabilities
(382)
(581)
Loans and other borrowings
(1,469)
(1,904)
Non-current payables
(2)
Derivative financial instruments
(14)
Total non-current liabilities
(1,485)
(1,904)
Total liabilities
(1,867)
(2,485)
Net assets
2,472
2,800
EQUITY
Called up share capital
43
46
Share premium account
94
95
Currency translation reserve
(250)
(212)
Other reserves
759
707
Retained earnings
1,826
2,164
Total equity
2,472
2,800
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
305
Condensed statement of cash
flows o
f the Parent Company
For the year ended 31 December 2024
2024
$m
2023
$m
2022
$m
Profit
for the year
725
1,844
796
Adjustments for:
Administrative expenses funded by subsidiaries
2
2
2
Net financial expenses
51
47
81
Dividend income from subsidiary undertaking
(762)
(1,877)
(858)
Income tax credit
(16)
(16)
(21)
Total adjustments
(725)
(1,844)
(796)
Changes in amounts due from related parties: operating activities
7
9
10
Cash flow
from operations
7
9
10
Interest received
30
29
4
Interest paid
(84)
(74)
(80)
Net cash from operating activities
(47)
(36)
(66)
Cash flow
from investing activities
Dividend received from subsidiary undertaking
762
1,877
858
Changes in amounts due from related parties: investing activities
930
(824)
132
Net cash from investing activities
1,692
1,053
990
Cash flow
from
financing activities
Repurchase of shares, including taxes and transaction costs
(804)
(790)
(482)
Dividends paid to shareholders
(259)
(245)
(233)
Repayment of long-term bonds
(547)
(209)
Settlement of currency swaps
(45)
Changes in amounts due from related parties:
financing activities
10
18
Net cash from
financing activities
(1,645)
(1,017)
(924)
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
Schedule 1: Condensed Parent Company financial in
formation
continued
306
IHG
Annual Report and Form 20-F 2024
Contingencies of the Parent Company
The following UK subsidiaries will take advantage of the audit exemption set out within Section 479A of the Companies Act 2006
for the year ended 31 December 2024:
Company name
Company number
Asia Pacific Holdings Limited
03941780
Hotel InterContinental London (Holdings) Limited
06451128
IHC May Fair Hotel Limited
02323039
IHC Overseas (U.K.) Limited
02322038
IHG PS Nominees Limited
07092523
InterContinental (PB) 1
06724223
InterContinental (PB) 3 Limited
06947603
SC Leisure Group Limited
00658907
Six Continents Holdings Limited
03211009
Six Continents Hotels International Limited
00722401
Six Continents Investments Limited
00694156
Six Continents Overseas Holdings Limited
02661055
The Company will guarantee all outstanding liabilities of the above UK subsidiary undertakings as at the balance sheet date
in accordance with Section 479C of the Companies Act 2006. The Company has assessed the probability of loss under the
guarantees as remote.
As at 31 December 2024, 2023 and 2022 the Company had provided guarantees in respect of certain borrowings of subsidiaries,
the carrying values of which are as follows:
Description
Maturity
date
2024
$m
2023
$m
2022
$m
€600m 4.375% bonds 2029
28 November 2029
623
663
€750m 3.625% bonds 2031
27 September 2031
784
1,407
663
Maturity profile o
f borrowings of the Parent Company
The public bonds issued by the parent company are all due within five years. The principal values to be repaid on maturity are
shown below:
Description
Maturity
date
2025
$m
2026
$m
2027
$m
2028
$m
£300m 3.75% bonds 2025
14 August 2025
376
£350m 2.125% bonds 2026
24 August 2026
439
€500m 2.125% bonds 2027
15 May 2027
521
£400m 3.375% bonds 2028
8 October 2028
502
376
439
521
502
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
307
The following exhibits are
filed as part o
f this Annual Report on Form 20-F with the SEC, and are publicly available through the
SEC’s website.
Visit
sec.gov
and search InterContinental Hotels Group PLC under Company Filings.
Exhibit 1
Articles of Association of the Company dated 3 May 2024
Exhibit 2(d)
Description of Securities Registered Under Section 12 of the Exchange Act
Exhibit 4(a)(i)
Amended and restated trust deed dated 19 September 2024 relating to a £4 billion Euro Medium Term
Note Programme, among InterContinental Hotels Group PLC, IHG Finance LLC, Six Continents Limited,
InterContinental Hotels Limited and U.S. Bank Trustees Limited
Exhibit 4(a)(ii)
a
$1.35 billion bank facility agreement dated 28 April 2022, among InterContinental Hotels Group PLC and certain
of its subsidiaries, and Bank of America Europe Designated Activity Company, Bank of China Limited, London
Branch, Barclays Bank PLC, BNP Paribas, London Branch, Commerzbank Aktiengesellschaft, London Branch,
DBS Bank Ltd, London Branch, Mizuho Bank, Ltd., MUFG Bank, Ltd., Standard Chartered Bank, Truist Securities, Inc.,
Unicredit Bank AG, U.S. Bank National Association and Wells Fargo Bank, N.A., London Branch (incorporated by
reference to Exhibit 4(a)(ii) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409)
dated 2 March 2023)
Exhibit 4(a)(iii)
a
Extension letter dated 10 March 2023 relating to the $1.35 billion bank facility agreement dated 28 April 2022
(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 29 February 2024)
Exhibit 4(a)(iv)
a
Amendment letter dated 10 August 2023 relating to the $1.35 billion bank facility agreement dated 28 April 2022
(incorporated by reference to Exhibit 4(a)(iv) of the InterContinental Hotels Group PLC Annual Report on Form 20-F
(File No. 1-10409) dated 29 February 2024)
Exhibit 4(a)(v)
a
Accession letter dated 12 October 2023 relating to the $1.35 billion bank facility agreement dated 28 April 2022
(incorporated by reference to Exhibit 4(a)(v) of the InterContinental Hotels Group PLC Annual Report on Form 20-F
(File No. 1-10409) dated 29 February 2024)
Exhibit 4(a)(vi)
Extension letter dated 25 March 2024 relating to the $1.35 billion bank facility agreement dated 28 April 2022
Exhibit 4(c)(i)
a
Michael Glover’s service contract dated 12 December 2022, commenced on 20 March 2023 (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 29 February 2024)
Exhibit 4(c)(ii)
a
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 (incorporated by reference to Exhibit 4(c)(ii)
of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated 4 March 2021)
Exhibit 4(c)(iii)
a
Rules of the InterContinental Hotels Group Annual Performance Plan as amended (incorporated by reference
to Exhibit 4(c)(iii) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated
4 March 2021)
Exhibit 4(c)(iv)
a
Elie Maalouf’s service contract dated 4 May 2023, commenced on 1 July 2023 (incorporated by reference to
Exhibit 4(c)(iv) of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated
29 February 2024)
Exhibit 4(c)(v)
a
Rules of the InterContinental Hotels Group Deferred Award Plan as approved by shareholders on 5 May 2023
and as amended on 18 October 2023 (incorporated by reference to Exhibit 4(c)(v) of the InterContinental Hotels
Group PLC Annual Report on Form 20-F (File No. 1-10409) dated 29 February 2024)
Exhibit 4(c)(vi)
Rules of the InterContinental Hotels Group Annual Performance Plan as approved by the Remuneration Committee
on 30 November 2023
Exhibit 8
List of subsidiaries as at 31 December 2024 (can be found on pages 253 to 256)
Exhibit 11.1
Code of Practice for dealing in InterContinental Hotels Group PLC Securities
Exhibit 12(a)
Certification o
f Elie Maalouf
filed pursuant to 17 CFR 240.13a–14(a)
Exhibit 12(b)
Certification o
f Michael Glover
filed pursuant to 17 CFR 240.13a–14(a)
Exhibit 13(a)
Certification o
f Elie Maalouf and Michael Glover furnished pursuant to 17 CFR 240.13a–14(b) and 18 U.S.C.1350
Exhibit 15(a)
Consent of independent registered public accounting
firm, PricewaterhouseCoopers LLP
Exhibit 97
a
Incentive-Based Compensation Recovery Policy approved on 18 October 2023 (incorporated by reference to Exhibit 97
of the InterContinental Hotels Group PLC Annual Report on Form 20-F (File No. 1-10409) dated 29 February 2024)
Exhibit 101.INS
Inline XBRL Instance Document
Exhibit 101.SCH
Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
a. Incorporated by reference.
Exhibits
308
IHG
Annual Report and Form 20-F 2024
The Annual Report and Form 20-F
2024 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 o
f
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, the Chief Executive
Officer’s review and the Strategic Report.
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
Group’s exposure 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 reliance on the ongoing
appeal of its loyalty programme; the
Group’s exposure to a variety of risks
related to identifying, securing and
retaining franchise and management
agreements; the Group’s exposure to
the risks of hotel industry overcapacity;
the Group’s requirement to have the
right people, skills and capability to
manage growth and change; the risk
that the Group’s collective bargaining
activity could disrupt operations,
increase labour costs or interfere with
the ability of management to focus
on executing business strategies; the
Group’s exposure to cybersecurity and
data privacy risks; the Group’s exposure
to intellectual property risks; the risk
that the Group’s reputation and the
value of its brands are in
fluenced by the
perception of various stakeholders of
the Group; the Group’s requirements
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 the risk of
litigation; the potential for domestic
and international environmental laws
and regulations to cause the Group
to incur substantial costs or subject
the Group to potential liabilities; the
Group’s financial per
formance being
affected by changes in tax laws; the
Group’s dependence on a wide range
of external stakeholders and business
partners; the Group’s exposure to a
variety of risks associated with safety,
security and crisis management; the
Group’s reliance on the resilience of
its reservation system and other key
technology platforms and the exposure
to risks that could disrupt their operation
and/or integrity; the Group’s exposure to
political and economic developments;
the Group’s exposure to continued
disruption and consequences from the
war in Ukraine; the Group’s exposure
to disruption and consequences from
the conflict in the Middle East; the
potential for the Group to face difficulties
insuring its business; the Group’s
exposure to risks related to executing
and realising benefits
from strategic
transactions, including acquisitions and
restructuring; the Group’s exposure
to a variety of risks associated with
its financial stability and ability to
borrow and satisfy debt covenants; the
dependence of the Group’s operations
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 fluctuations in exchange rates,
currency devaluations or restructurings
and to interest rate risk in relation to its
borrowings; the potential for the Group
to be affected by credit risk on treasury
transactions and loans to owners; the
Group’s exposure to inherent risks
in relation to changing technology
and systems; the various operational,
compliance and reputational risks
that the Group’s integration of AI
technologies into its processes and
systems may introduce; the Group’s
exposure to competition from online
travel agents and intermediaries;
the Group’s exposure to the risk of
events or stakeholder expectations
that adversely impact domestic or
international travel, including climate
change; the Group’s exposure to climate
change and sustainability risks; and
the Group’s exposure to risks relating
to its commitments in relation to
climate change.
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 2024.
Forward-looking statements
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
309
The table below references information in this document that will be included in the Company’s Annual Report on Form 20-F
for 2024
filed with the SEC.
Item
Form 20-F caption
Location in this document
Page
1
Identity of Directors, senior management
and advisers
Not applicable
2
Offer statistics and expected timetable
Not applicable
3
Key information
3A – Selected financial data
Shareholder information: Dividend history
302
3B – Capitalisation and indebtedness
Not applicable
3C – Reason for the offer and use of proceeds
Not applicable
3D – Risk factors
Group information: Risk factors
280–287
4
Information on the Company
4A – History and development of the Company
Group information: History and developments
280
Shareholder information: Return of funds
301
Useful information: Contacts
317
4B – Business overview
Strategic Report
4–110
Group information: Working Time Regulations 1998
293
Group Information: Risk factors
280–287
Directors’ Report: Business relationships with suppliers,
customers and others
278
4C – Organisational structure
Strategic Report: Our Culture
77–80
Group Financial Statements: Note 33 – Group companies
253–256
Group Information: History and developments
280
4D – Property, plant and equipment
Strategic Report: Key performance indicators
38–41
Strategic Report: Greenhouse gas (GHG) emissions
74–76
Group Financial Statements: Note 12 – Property, plant and equipment
225–226
4A
Unresolved staff comments
None
5
Operating and financial review and prospects
5A – Operating results
Strategic Report: Key performance indicators
38–41
Strategic Report: Performance
81–108
Group Financial Statements: Accounting policies
197–208
Group Financial Statements: New accounting standards
208
Viability statement
109–110
5B – Liquidity and capital resources
Strategic Report: Our Business Model – Capital allocation
and dividend policy
24–25
Viability statement
109–110
Strategic Report: Performance – Sources of liquidity
86
Group Financial Statements: Note 17 – Cash and cash equivalents
231–232
Group Financial Statements: Note 21 – Loans and other borrowings
234
Group Financial Statements: Note 23 – Financial risk management
and derivative financial instruments
236–240
Group Financial Statements: Note 24 – Classification and measurement
of
financial instruments
240–242
Group Financial Statements: Note 25 – Reconciliation of (loss)/pro
fit
for
the year to cash flow
from operations before contract acquisition costs
243
Additional Information: Forward-looking statements
309
5C – Research and development;
intellectual property
Not applicable
5D – Trend information
Strategic Report: Performance
81–108
Strategic Report: Trends shaping our industry
20–21
5E – Critical accounting estimates
Group Financial Statements: Critical accounting policies
197, 260
Non-GAAP financial measures
Strategic Report: Performance
81–108
Other financial in
formation
266–275
Group Financial Statements: Note 6 – Exceptional items
215–216
Group Financial Statements: Note 10 – Earnings per ordinary share
222
Group Financial Statements: Note 22 – Net debt
235–236
Form 20-F cross-reference guide
310
IHG
Annual Report and Form 20-F 2024
Item
Form 20-F caption
Location in this document
Page
6
Directors, senior management and employees
6A – Directors and senior management
Governance: Our Board of Directors and Our Executive Committee
114–121
6B – Compensation
Directors’ Remuneration Report
138–166
Directors’ Remuneration Policy
167–175
Group Financial Statements: Note 26 – Retirement benefits
244–246
Group Financial Statements: Note 30 – Related party disclosures
251
Group Financial Statements: Note 27 – Share-based payments
247–248
6C – Board practices
Governance structure and Board activities
122–127
Executive Directors’ benefits upon termination o
f office
289
6D – Employees
Group Financial Statements: Note 4 – Staff costs and Directors’
remuneration
213–214
Group information: Working Time Regulations 1998
293
Directors’ Report: Employees and Code of Conduct
277–278
6E – Share ownership
Directors’ Remuneration Report: Annual Report on Directors’
remuneration – Scheme interests awarded during 2024
147–148
Directors’ Remuneration Report: Annual Report on Directors’
remuneration – Shares and awards held by Executive Directors
at 31 December 2024: number of shares
149
Group Financial Statements: Note 27 – Share-based payments
247–248
Group information: Directors’ and Executive Committee
members’ shareholdings
289
6F – Disclosure of a registrant’s action to recover
erroneously awarded compensation
Not applicable
7
Major shareholders and related
party transactions
7A – Major shareholders
Directors’ Report: Major institutional shareholders
276–277
Shareholder information: Shareholder pro
files
303
7B – Related party transactions
Group Financial Statements: Note 14 – Investment in associates
and joint ventures
228–229
Group Financial Statements: Note 30 – Related party disclosures
251
7C – Interests of experts and counsel
Not applicable
8
Financial Information
8A – Consolidated statements and other
financial in
formation
Directors’ Report: Dividends
276
Group Financial Statements
190–196
Group information: Legal proceedings
295
Other financial in
formation
266–275
8B – Significant changes
Group Financial Statements: Note 32 – Events after the reporting period
252
9
The offer and listing
9A – Offer and listing details
Useful information: Trading markets
315
9B – Plan of distribution
Not applicable
9C – Markets
Useful information: Trading markets
315
9D – Selling shareholders
Not applicable
9E – Dilution
Not applicable
9F – Expenses of the issue
Not applicable
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
311
Form 20-F cross
-reference guide
continued
Item
Form 20-F caption
Location in this document
Page
10
Additional information
10A – Share capital
Not applicable
10B – Memorandum and articles of association
Group information: Articles of Association
291–292
Group information: Rights attaching to shares
291–292
10C – Material contracts
Group information: Material contracts
293–294
10D – Exchange controls
Group information: Exchange controls and restrictions
on payment of dividends
294
10E – Taxation
Shareholder information: Taxation
296–298
10F – Dividends and paying agents
Not applicable
10G – Statement by experts
Not applicable
10H – Documents on display
Useful information: Investor information – Documents on display
315
10I – Subsidiary information
Not applicable
11
Quantitative and qualitative disclosures
about market risk
Group Financial Statements: Note 23 – Financial risk management
and derivative financial instruments
236–240
12
Description of securities other than
equity securities
12A – Debt securities
Not applicable
12B – Warrants and rights
Not applicable
12C – Other securities
Not applicable
12D – American depositary shares
Group information: Description of securities other than equity
securities
290
Additional Information: Investor Information
315
Additional Information: Contacts
317
13
Defaults, dividend arrearages
and delinquencies
Not applicable
14
Material modifications to the rights o
f
security holders and use of proceeds
Not applicable
15
Controls and Procedures
Shareholder information: Disclosure controls and procedures
299
Statement of Directors’ Responsibilities: Management’s report
on internal control over financial reporting
179
Independent Auditor’s US Report
187–189
16
16A – Audit committee financial expert
Governance: Audit Committee Report
128–133
Shareholder information: Summary of signi
ficant corporate
governance differences from NYSE listing standards – Committees
300
16B – Code of ethics
Directors’ Report: Code of Conduct
278
Strategic Report: Our culture
77–80
Shareholder information: Summary of signi
ficant corporate
governance differences from NYSE listing standards
300
16C – Principal accountant fees and services
Governance: Audit Committee Report – External auditor
131
Governance: Audit Committee Report – Non-audit services
130
Group Financial Statements: Note 5 – Auditor’s remuneration
214
16D – Exemptions from the listing
standards for audit committees
Not applicable
16E – Purchase of equity securities by
the issuer and affiliated purchasers
Shareholder information: Purchases of equity securities
by the Company and affiliated purchasers
302
16F – Change in registrant’s certifying accountant
Not applicable
16G – Corporate Governance
Shareholder information: Summary of signi
ficant corporate
governance differences from NYSE listing standards
300
16H – Mine safety disclosure
Not applicable
16I – Disclosure regarding foreign
jurisdictions that prevent inspections
Not applicable
16J – Insider trading policies
Additional Information: Insider trading policy
299
16K – Cybersecurity
Additional Information: Cybersecurity
288–289
17
Financial statements
Not applicable
18
Financial statements
Group Financial Statements
Schedule 1: Parent Company condensed financial in
formation
190–256
304–307
19
Exhibits
Additional Information: Exhibits
308
312
IHG
Annual Report and Form 20-F 2024
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.
APP
Annual Performance Plan.
Average daily rate
rooms revenue divided by the number
of room nights sold.
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.
Code
IHG’s Code of Conduct.
Colleague
individuals who work at IHG corporate
offices, reservation centres, managed,
owned, leased, managed lease and
franchised hotels collectively.
Companies Act
the UK 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.
Compound Annual Growth Rate
(CAGR)
growth over a period of years expressed
as the constant rate of growth that
would produce the same growth if
compounded annually.
Constant currency
a prior-year value translated using the
current year’s average exchange rates.
Currency swap
an exchange of a deposit and a borrowing,
each denominated in a different
currency, for an agreed period of time.
DAP
Deferred Award Plan.
Deferred Compensation Plan or DCP
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, deferral of APP earnings
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.
EMEAA
Europe, Middle East, Asia and Africa
(excludes Greater China).
Employee engagement survey
our employee engagement survey,
known as the Colleague HeartBeat,
completed by IHG employees or
colleagues employed at owned,
leased or managed leased hotels
and managed hotels.
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 One Rewards
members that book directly at a hotel.
Ethnically and racially diverse
includes ethnic/racial minorities as per
government guidance in the US and UK
(such as Black, Asian, mixed heritage
and Hispanic (Latino for US)), including
local leaders in markets such as Asia
and the Middle East because they have
historically been and continue to be
under-represented in the most senior
levels of business.
ERG
employee resource group.
Executive officers
defined by the SEC as the president,
any vice president in charge of a
principal business unit, division or
function (such as sales, administration
or finance), any officer who per
forms
a policy making function, or any other
person who performs similar policy
making functions.
Fee business
IHG’s franchised and managed
businesses combined.
FERA
Fuel and energy related emissions.
Franchised hotels
hotels operated under an IHG brand
license by a franchisee. IHG receives
a fixed percentage o
f rooms revenue
and neither owns, leases nor operates
the property.
Franchisee
an owner who uses a brand under
licence from IHG.
FRC
UK Financial Reporting Council.
Group or IHG
the Company and its subsidiaries.
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,
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 under UK law.
IHG PLC
InterContinental Hotels Group PLC.
International Sustainability
Standards Board (ISSB)
formed by the IFRS to create
sustainability-related disclosure standards
that provide investors with consistent
and comparable information about
Glossary
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
313
Glossary
continued
companies’ sustainability-related risks
and opportunities.
Journey to Tomorrow
IHG’s responsible business plan
to create positive change by 2030.
Liquidated damages
payments received in respect of
the early termination of franchise
and management agreements.
Listing Rules
regulations subject to the oversight
of the Financial Conduct Authority,
which set out the obligations of UK
listed companies.
Lives Improved
Lives improved is defined as a direct
beneficiary under the Business
for
Societal Impact (B4SI) framework, a
recognised standard for measuring
corporate community impact.
The cumulative lives improved figure is
the sum of the annual totals since 2021.
LTIP
Long Term Incentive Plan.
Managed hotels
hotels operated by IHG under a
management agreement on behalf of
the hotel owner. IHG generates revenue
through a fixed percentage o
f the total
hotel revenue and a proportion of hotel
profit, and neither leases nor owns
the property.
Managed lease
properties which are held through a
lease but with the same characteristics
as management agreements.
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 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
ordinary shares of 20
340
399
pence
each in the Company.
Owned, leased and
managed lease hotels
hotels operated by IHG where IHG is,
or effectively acts as, the owner, with
responsibility for assets, employees
and running costs. The entire revenue
and profit o
f the hotels are recorded
in IHG’s financial statements.
Owner
the owner of a hotel property.
Pipeline
hotels/rooms due to enter the IHG
System at a future date. A hotel enters
the pipeline once a contract has been
signed and appropriate fees paid.
% pts
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.
RevPAR or Revenue per available room
rooms revenue divided by the number
of room nights that are available (can be
mathematically derived from occupancy
rate multiplied by average daily rate).
Revolving Credit Facility or RCF
the Group’s syndicated bank revolving
credit facility.
Room count
number of rooms franchised, managed,
owned, leased or managed lease 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.
Science-based targets (SBTs)
measurable, actionable and time-bound
carbon reduction targets, based on
the best available science and in line
with the scale of reductions required
to keep global warming below 2°C
or 1.5°C from pre-industrial levels.
Science Based Targets initiative (SBTi)
helps businesses commit to and meet
SBTs by independently assessing and
approving any targets that are set.
SEC
US Securities and Exchange Commission.
Subsidiary
a company over which the Group
exercises control.
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
The System Fund, including associated
funds, comprises assessment fees and
contributions collected from hotels
within the IHG System which fund hotel
services and activities that drive revenue
to our hotels including marketing, the IHG
One Rewards loyalty programme and
our distribution channels, as well as fees
collected from hotels for programmes
relating to certain hotel services.
Task Force on Climate-related
Financial Disclosures (TCFD)
created by the Financial Stability Board to
improve and increase reporting of climate-
related financial in
formation and to help
inform investors and others about the risks
they face related to climate change.
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 Corporate Governance Code
a Code issued in 2018 by the Financial
Reporting Council in the UK, which
guides best practice for the governance
of listed companies.
Working capital
the sum of inventories, receivables and
payables of a trading nature, excluding
financing and taxation items.
For the definitions o
f our Key performance
measures (including Non-GAAP measures)
see pages 103 to 108.
314
IHG
Annual Report and Form 20-F 2024
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 2024 has
been made available to shareholders
through our website at
ihgplc.com/
investors
under Annual Report.
Shareholders may electronically appoint
a proxy to vote on their behalf at the
2025 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.
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 page 317).
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
ihgplc.com/responsible-business
for further information.
Modern Slavery Statement
In accordance with the UK Modern
Slavery Act 2015, we have produced
a Modern Slavery Statement.
Visit
ihgplc.com/reporting
for further information.
Registrar
For information on a range of
shareholder services, including enquiries
concerning individual shareholdings,
notification o
f 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 2030
a
.
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 2030
a
.
Visit
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 317).
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.
Visit
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 page 317).
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) 371 384 2030
a
.
Share-dealing services
Equiniti offers the following
share-dealing facilities.
Postal dealing
+44 (0) 371 384 2030
from the UK and overseas
a
Telephone dealing
For more information,
call +44 (0) 371 384 2030
a
Internet dealing
Visit
shareview.co.uk
for
more information.
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
ihgplc.com/investors
under Shareholder centre in the Tax
information section.
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
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 page 317).
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
sec.gov
Copies of the Company’s Articles of
Association can be obtained via the
website at
ihgplc.com/investors
under
Corporate governance or from the
Company’s registered office on request.
Useful information
a. Lines are open from 08:30 to 17:30 Monday to Friday, excluding UK public holidays.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
315
Useful information
continued
Financial calendar – Dividends
2024
2024 Interim dividend
Ex-dividend date – Ordinary shares
29 August
Ex-dividend date – ADRs
30 August
Record date
30 August
Payment date
3 October
2025
2024 Final dividend of 114.4¢
per ordinary share
a
Ex-dividend date – Ordinary shares
3 April
Ex-dividend date – ADRs
4 April
Record date
4 April
Payment date
15 May
a. The sterling amount of the
final dividend will be announced on 28 April 2025 using the average o
f the daily exchange rates for the three working days
commencing 23 April 2025.
Financial calendar – Other dates
2024
Financial year end
31 December
2025
Announcement of Preliminary Results for 2024
18 February
Announcement of 2025 First Quarter Trading Update
8 May
Annual General Meeting
8 May
Announcement of Half-Year Results for 2025
7 August
Announcement of 2025 Third Quarter Trading Update
23 October
Financial year end
31 December
2026
Announcement of Preliminary Results for 2025
February
316
IHG
Annual Report and Form 20-F 2024
Contacts
Registered office
IHG Hotels & Resorts,
1 Windsor Dials,
Arthur Road,
Windsor, SL4 1RS,
United Kingdom
Telephone:
+44 (0) 1753 972 000
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) 345 607 6838
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:
shareowneronline.com/
informational/contact-us/
Auditor
PricewaterhouseCoopers LLP
Investment bankers
BofA Securities
Goldman Sachs
Solicitors
Freshfields Bruckhaus Deringer LLP
Stockbrokers
BofA Securities
IHG® One Rewards
If you wish to enquire about, or join,
IHG Rewards, visit
ihg.com/onerewards
or telephone:
+800 2222 7172
b
(Austria, Belgium, Denmark,
Finland, France, Germany, Hungary,
Ireland, Israel, Italy, Luxembourg,
Netherlands, Norway, Portugal,
Spain, Sweden, Switzerland and UK)
+44 1950 499004
c
(all other countries/regions
in Europe and Africa)
1 888 211 9874
(US and Canada)
001 800 272 9273
c
(Mexico)
+1 801 975 3013
c
(Spanish)
(Central and South America)
+1 801 975 3063
c
(English)
(Central and South America)
+973 6 500 9 296
a
(Middle East)
+800 2222 7172
b
(Australia, Japan, Korea, Malaysia,
New Zealand, Philippines,
Singapore and Thailand)
800 830 1128
a
or 021 20334848
a
(Mainland China)
800 965 222
(China Hong Kong)
0800 728
(China Macau)
00801 863 366
(China Taiwan)
+632 8857 8788
c
(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.
Strategic
Report
Governance
Group Financial
Statements
Parent Company
Financial Statements
Additional
Information
Annual Report and Form 20-F 2024
IHG
317
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318
IHG
Annual Report and Form 20-F 2024
InterContinental Hotels Group PLC
1 Windsor Dials
Arthur Road
Windsor
Berkshire SL4 1RS
Switchboard +44 (0) 1753 972000
Make a booking at ihg.com