IHG Supplier Handbook

IHG Supplier Handbook Version: 1.0 Date: 24 September 2015 Owner: Annie Brown, Chief Procurement Officer 1

Document Control Version Updates Author Date 0.1 Initial draft Donna Hogan 2 September 2015 0.2 Updated following SRM and Legal Review 0.3 Updated following Procurement Review Donna Haley Ray Theobald Martin Bennett Claire Alderson Daniel Fu 9 September 2015 15 September 2015 0.4 Updated following Communications Review Tom Curry Suzanne Roach 18 September 2015 0.5 Updated following Legal Review Martin Bennett 20 September 2015 0.6 Updated following Final PaCE Review 1.0 Document finalised and links updated Annie Brown Derk Weinheimer Donna Hogan Samantha Wells 23 September 2015 24 September 2015 2

Key Supplier Handbook Messages for Quick Reference: Suppliers must comply with all applicable local and international laws and regulations, and the IHG Vendor Code of Conduct when doing business with IHG. Any supplier seeking opportunities to do business with IHG is required to register on our Ariba Supplier Information Management (SIM) system and to use the Ariba Network to submit RFx responses and/or invoice details where requested by IHG. Suppliers should ensure they have received an accurate Purchase Order from IHG before supplying any goods or services to IHG, to avoid any potential risk of delayed or non-payment. Suppliers must proactively declare any perceived conflict of interests to IHG, and avoid situations where personal, family or financial interests may conflict with those of IHG. We expect our suppliers to safeguard IHG's confidential and proprietary information as well as our employee and customer privacy and personal information. 3

Contents 1.0 Introduction... 5 2.0 Our Business and Core Values... 6 2.1 IHG Business Model... 6 2.2 Brand and Safety Standards... 6 2.3 Core Values the IHG Winning Ways... 6 2.4 Responsible Business... 7 2.5 Procurement at IHG... 7 3.0 Our Expectations of Suppliers... 8 3.1 Legal and Regulatory Compliance... 8 3.2 IHG Vendor Code of Conduct... 8 3.3 Supplier Behaviours... 8 4.0 Becoming a Supplier... 11 5.0 Bidding or Quoting... 12 6.0 Contracting... 13 7.0 Supplying Goods and/or Services... 14 8.0 Invoicing and Payment... 15 9.0 Supplier Performance and Relationship Management... 16 10.0 Glossary of Terms... 17 4

1.0 Introduction The information contained in this document is intended to provide guidance to IHG s current and potential suppliers by outlining the way we expect to work with our suppliers. It is also intended to ensure that our suppliers have the information they need at each stage of their relationship with IHG. We recognise that our suppliers play a key role in upholding our reputation with our customers and guests. With this in mind, IHG looks to work with suppliers that best meet the needs of our organisation, and we encourage our suppliers to strive to exceed the IHG brand, quality, safety and corporate responsibility minimum standards that we enforce across the globe. The information in this document is relevant for any external party supplying or planning to supply goods or services to IHG. Suppliers must familiarise themselves with the contents of this document and should ensure that its contents are passed to all relevant parties in their organisation and in their own supply chain. IHG values suppliers who take the time to learn about and understand our business and who look for ways to add value and bring innovation to all aspects of our business. To read more about our business model and understand how you can best work with us, please refer to the IHG Corporate Website. This document may be updated from time to time to reflect the most current information. We will endeavour to ensure our suppliers are informed of any changes when they occur, but would ask that suppliers refer to our Supplier Webpage to ensure they are reviewing the most recent version. We welcome any questions or suggestions for improvement or additional content. 5

2.0 Our Business and Core Values 2.1 IHG Business Model IHG is one of the world's leading hotel companies we have 724,018 rooms in more than 4,900 hotels in nearly 100 countries around the world. It is important for our suppliers to know that we operate hotels in three different ways as a franchisor, a manager and on an owned and leased basis. Our business model focuses on managing and franchising hotels, whilst our business partners own the bricks and mortar. Franchising is the largest part of our business: 4,167 hotels operate under franchise agreements. We manage 767 hotels worldwide, and we own 8 hotels worldwide (less than 1% of our portfolio). IHG operates a broad portfolio of brands: InterContinental Hotels and Resorts Hualuxe Hotels and Resorts Crowne Plaza Hotels and Resorts Hotel Indigo Holiday Inn Holiday Inn Express Candlewood Suites Staybridge Suites Even Hotels and Resorts Kimpton Hotels and Restaurants IHG Rewards Club 2.2 Brand and Safety Standards Regardless of its ownership structure, every one of our branded hotels is subject to brand standards that are core to maintaining IHG s brand reputation and required safety levels. Providing these standards are met or exceeded, our hotel owners enjoy a level of discretion when it comes to doing business and selecting suppliers to work with. We work very closely with the IHG Owners Association to ensure that we provide the highest levels of support to our hotels. 2.3 Core Values the IHG Winning Ways Our strong culture is underpinned by our Winning Ways: Do the Right Thing; Aim Higher; Work Better Together; Show We Care and Celebrate Difference. 6

IHG s Winning Ways reflect the values that are important to us and are critical to driving our business performance forward. They were developed through research with our employees across the world into how they behave at work every day and how they want the people they work with to behave including our suppliers. 2.4 Responsible Business Being a responsible business is part of IHG's DNA. This commitment underpins our business practices and is fundamental to the way we operate. We believe that ensuring our business is committed to responsible business practices will enhance and protect the reputation of IHG and our brands. It provides us with the opportunity to protect the environment, create job opportunities, and improve community resilience. Our responsible business practices include: governance and leadership; stakeholder engagement; responsible procurement; risk management; corporate responsibility; and our people. Our corporate responsibility (CR) strategy focuses on two areas where we passionately believe we can make the most difference to people s lives: the environment and the community. We provide disaster relief in our hotels through the IHG Shelter in a Storm programme, and we give people in our local hotel communities the opportunity to develop skills and improve employment prospects through our IHG Academy. We are also deeply committed to achieving sustainability by using our award-winning environmental management tool, the IHG Green Engage TM system, which is our group-wide online sustainability programme. It allows our hotels to track, measure and report on their carbon footprint and utility consumption, and recommends more than 200 Green Solutions which help deliver greater sustainability. Suppliers may find it useful to read our Responsible Business Report for more details on these programmes, as well as the progress we are making in delivering against our 2013-17 Corporate Responsibility targets. 2.5 Procurement at IHG The core purpose of our Procurement team is to deliver maximum value, innovation and competitive advantage for IHG. Procurement is responsible for making ethical and objective purchasing decisions on behalf of IHG based on a number of business criteria. Many of our hotels also have their own procurement or buying representatives who perform this function on behalf of that hotel. We recognise that Procurement has a pivotal role to play in Responsible Business, and we take proactive steps to embed responsible business practices throughout IHG s procurement processes. We promote open and fair competition for all suppliers. 7

3.0 Our Expectations of Suppliers We treat responsible business as part of our DNA, and we expect each one of our suppliers to strive for the same high standards of business and social responsibility. 3.1 Legal and Regulatory Compliance First and foremost, we expect suppliers to comply with all local laws and regulations in the applicable countries in which they operate, as well as all international laws related to the conduct of business. Failure to do so may result in supplier disqualification and termination of any ongoing supply relationship. 3.2 IHG Vendor Code of Conduct We also require suppliers to sign up to our IHG Vendor Code of Conduct. The code sets out the requirements, principles and practices that IHG has adopted to promote ethical conduct in the workplace, safe working conditions in the supply chain, treatment of persons with respect and dignity, and environmentally responsible practices. The code outlines the minimum standards under which IHG suppliers are expected to operate. As part of our ongoing risk management and audit processes, IHG may at any time request evidence or statements from suppliers that show compliance with the IHG Vendor Code of Conduct. Where this occurs, we expect suppliers to provide the requested information in a timely fashion, and to work with IHG to resolve any policy compliance issues. We also expect our suppliers to actively monitor and drive the same high levels of policy compliance, business and social responsibility within their own supply networks. 3.3 Supplier Behaviours There are a number of additional areas where IHG has specific expectations around supplier behaviours: Conflicts of Interest We trust our suppliers to do business fairly and transparently, we expect them to always act in the best interests of IHG and avoid any conflict of interest. This means avoiding situations where personal, family or financial interests may conflict with those of IHG. We expect that our suppliers will proactively declare any perceived conflict of interests to IHG as and when they arise, and will voluntarily stand back from any related decision-making process. We expect the same of our own employees and hotel owners. Privacy and Data Security We take privacy very seriously at IHG. We expect our suppliers to safeguard IHG's confidential and proprietary information as well as our employee and customer privacy and personal information. If at any 8

stage in our relationship a supplier becomes aware of a potential information security risk or breach, we expect that they will contact IHG immediately and work with us in developing and implementing an action plan to resolve and/or mitigate the risk. Our suppliers must also cooperate in any breach investigation relating to IHG information. IHG may ask suppliers a series of Information Security questions as part of an RFP or in a separate questionnaire at any stage throughout the supply relationship, which we expect our suppliers to complete and return. Under the terms of the IHG Information Security Standards, potential suppliers for services that include computing services or access to IHG information, systems, or networks, will also be subject to risk-based vetting prior to IHG establishing a formal relationship with the supplier. Product Services and Innovation We expect our suppliers to be leaders in their fields, and we rely on them to provide us with product services and innovations that allow IHG to stay competitive and to set new standards in our hotels and corporate offices. We consider innovation capabilities carefully when selecting suppliers. Anti-Bribery and Gifts & Entertainment As outlined in our Vendor Code of Conduct, IHG takes a zero-tolerance stance on any form of corruption or bribery. In some circumstances, gifts and entertainment can be viewed as bribes which are illegal and damage IHG s reputation for operating our business in accordance with the highest ethical standards. We expect our suppliers to respect this and not to conduct any activities that might put IHG s reputation and brand at risk. IHG maintains a strict policy in each region around giving and accepting gifts and entertainment. In general our employees in corporate offices and managed hotels may accept low-value gifts or entertainment as part of regular business activity, but are required to seek approval and record the details in a central register for audit purposes. In some cases approval must be sought from the IHG Regulatory Compliance Team. Suppliers should always check with their local IHG contact before giving a gift or paying for meals/entertainment, and must ensure compliance with all local laws and regulations in the relevant country governing gifts and entertainment. Suppliers must also note that giving or offering gifts/entertainment to any IHG employee whilst participating in an ongoing tender or other competitive bidding process (including contract renegotiations or renewals) with IHG, or during a period of supplier evaluation and qualification, is strictly prohibited, even where the IHG employee in question is not directly involved. The following gifts and entertainment are never acceptable: Any gift/entertainment which is illegal under local law. Any gift/entertainment which could be construed as an illegal bribe. 9

Gifts/entertainment offered to or received from third parties engaged in a tender or competitive bidding process. Any gift of cash or cash equivalents (including gift certificates, loans and stock). Gifts/entertainment which have been solicited rather than offered freely. Anything which is offered in return for an obligation or commitment or the expectation of something else in return. Anything which might undermine IHG s reputation. Financial Stability and Business Continuity Planning The financial health of our suppliers is critical to IHG. Certain financial data may be requested when the supplier is initially selected and at various times throughout the supply relationship to ensure ongoing financial health. We may also request information about a supplier s parent company and expect to be notified promptly if any changes in ownership takes place. Use of IHG logos and trademarks IHG prohibits the use of our logos and trademarks on any supplier websites, documents or publications without our prior written approval. We have strict requirements around what our suppliers can publish in relation to IHG brands. Any public reference to IHG as a customer or display of our trademarked logo(s) must be formally approved in writing by IHG. Mutual Value IHG favours a collaborative approach in working with our suppliers. Whilst this is never a factor in our procurement and supplier selection decisions, Mutual Value means that once IHG has established a business relationship with a supplier, we expect that supplier to consider IHG branded hotels as their accommodation partner of choice for the duration of the relationship. This includes, but is not limited to, including IHG in suppliers RFXs for travel lodging and for their meeting & event needs. 10

4.0 Becoming a Supplier We are proud of the strong relationships we have built with our suppliers, and we are always open to finding new suppliers to ensure we meet the growing needs of our organisation. The first step any supplier should take in seeking opportunities to do business with IHG is to register on our Ariba Supplier Information Management (SIM) system. Supplier registration details will be reviewed by the Global Procurement team and suppliers will receive an email notification to confirm successful registration or rejection. As mentioned above, many of our hotels also have their own procurement or buying representatives. Companies interested in supplying only to a specific hotel should contact that hotel directly to enquire about becoming a supplier. Please note that IHG makes all purchases in a competitive marketplace. Registering supplier details in our SIM system or directly with a hotel does not automatically place your company on a bidder s list, nor does it constitute approval of your firm as an IHG supplier or obligate IHG to solicit requests for quotations, bids or proposals. To guide you through the IHG supplier registration process, you may find it helpful to refer to the step-by-step Ariba SIM instructions on our website. Suppliers should note that IHG uses the Ariba Network for electronic sourcing and procurement transactions relating to corporate spend, and suppliers are expected to use this system to respond to RFxs and/or invoices to IHG where requested. If your business is not already a member of the Ariba Network, it is advisable to join when registering with IHG to ensure you can participate in any potential future sourcing events. We have developed a number of guides and instruction documents for our suppliers to support them in using the Ariba Network. These documents can be viewed on our Supplier Webpage. 11

5.0 Bidding or Quoting When there is a business requirement for specific goods and/or services not currently under contract with an existing supplier, IHG may engage the market to identify and select a supplier or to establish a panel of suitable suppliers. Depending on the type and value of the required goods and/or services and the business risk associated with the purchase, IHG may request a quotation, bid or proposal (RFx) from suppliers as part of this process. Our sourcing process is designed to ensure equal and fair treatment of suppliers so that they can fully participate in a competitive procurement process. When engaging the market we make every effort to ensure that our purchasing requirements and assessment processes are as clear as possible so that suppliers can structure and offer their best bids. Excluding a small number of exception categories, IHG uses the Ariba Network for electronic sourcing and procurement transactions relating to corporate spend. Where requested, IHG corporate suppliers must use the Ariba Network to submit RFx responses and participate in e-auctions. We have developed a number of guides and instruction documents for our suppliers to support them in using the Ariba Network and responding to RFxs using our e-sourcing platform. These documents can be viewed on our Supplier Webpage. As part of the supplier selection process, IHG may conduct a more detailed supplier due diligence check prior to response evaluation or contract signature. Due diligence is undertaken in order to determine the supplier s ability to successfully perform against the contract and their ability to meet the specified terms and conditions. Where requested, we expect all prospective and current suppliers to provide accurate and timely information to facilitate this process. IHG may also conduct an inspection and/or audit of a supplier s production or service locations at any time as a condition of continued business. Factors considered in a supplier due diligence check will depend on the type and value of goods/services being procured, but may include: 1. Compliance and acceptance of IHG policies 2. Manufacturing or technical capability 3. Supplier cost, schedule, technical performance history 4. Financial stability 5. Use of subcontractors 6. Key staff qualifications 7. Information protection/data privacy compliance capability 8. Supplier past performance 9. Legal and Reputation screening checks (eg. OFAC compliance, Dun & Bradstreet checks, media scrapes) 10. Insurance/bonding requirements 12

6.0 Contracting Following sourcing and supplier selection, IHG may establish a contractual agreement with a supplier for the provision of the relevant goods and/or services over a given time period. This agreement may be a specific contract for the one-off or ongoing delivery of agreed goods or services, or it may be a master service agreement that is put in place to govern any subsequent statements of work for specific services that may be required over a given term. Contract terms determined by IHG will depend on the value and associated risk of the item(s) being procured. Contracts for the supply of goods or services will typically be based on IHG s standard Terms and Conditions, which can vary depending on the region, the contracting entity and the type of goods and/or services being procured. The applicable Terms and Conditions will be provided to all prospective suppliers at the beginning of the sourcing process, and will include provisions for any contract amendments, variations or extensions that may arise throughout the life of that contract. IHG standard Terms and Conditions are available on request. It is important to note that a supplier may establish a contract with any IHG entity. In some cases a supplier may contract with a single IHG entity, or in some cases with a group of IHG entities in a given country or region. It is key for suppliers to understand which IHG entity or entities they are entering into a contractual arrangement with, as this may impact the nature of the business relationship and contractual rights and obligations over the term. Suppliers should note that IHG does not assume any financial responsibility or liability for goods or services provided by suppliers to franchised or managed hotels. 13

7.0 Supplying Goods and/or Services Following agreement of the goods and/or services to be supplied, IHG will typically issue the selected and/or contracted supplier with a purchase order (PO) to specify types, quantities, and agreed prices for goods or services. The PO may be issued from IHG s Ariba system for corporate spend, or from any other IHG purchasing system. If the purchase falls into one of IHG s few exception categories, this will be communicated to the supplier(s). Otherwise we expect all suppliers to work on the basis that a PO is required for all goods and services supplied to IHG. Our general rule is that no payment can be made to a supplier without a PO first being created in IHG s purchasing system(s), so to avoid any potential risk of delayed or non-payment, suppliers should ensure they have received an accurate PO before supplying any goods or services to IHG. The PO number must be stated on all invoices, delivery notes and other correspondence relating to the supply of the specified goods or services. When delivering the goods and/or completing the services, the supplier should submit a delivery note to IHG stating whether it amounts to full/partial delivery of the PO. 14

8.0 Invoicing and Payment Following delivery of the goods and/or services requested in the original PO, IHG will process the relevant payment(s) to the supplier. In order to approve and process payment, we require an invoice from the supplier. Unless otherwise requested, IHG expects suppliers to submit invoices electronically via the Ariba Network, whilst continuing to comply with any local or regional regulations that require a PDF/email or physical copy of the supplier invoice to be sent to IHG. Suppliers must ensure that all invoices are made out to IHG. The original PO number and requestor name must be stated on all invoices and other payment-related correspondence, in addition to any other information requested by IHG. 15

9.0 Supplier Performance and Relationship Management Like most large market leading organisations, IHG operates a structured and robust Supplier Relationship Management (SRM) programme. SRM is key to driving innovation and maximising value, whilst managing our supply risks and protecting our brand reputation. This ensures that we are receiving the best levels of service from our suppliers. The SRM process at IHG may involve regular or periodic reviews of supplier performance, strategic planning sessions and/or discussion of supplier development and innovation opportunities. Our SRM programme is intended to foster a collaborative and two-way relationship with our suppliers. We expect our suppliers to attend performance reviews and other SRM meetings if required throughout the relationship, and to complete any selfassessment performance surveys in a timely and truthful manner when requested by IHG. We also welcome any feedback from our suppliers, as well as any suggestions that can help us improve the way we do business and engage with our suppliers. 16

10.0 Glossary of Terms Ariba Electronic purchasing system used by IHG employees to transact business with suppliers for Corporate Spend. Brand Refers to any or all of IHG s brands as outlined in Section 2.1 Contract IHG Invoice Procurement Purchase Order (PO) RFx Supplier Formal and legally binding agreement between an IHG entity and a Supplier relating to the supply of goods or services. InterContinental Hotels Group. Billing document issued by a Supplier with details of the goods and services provided and a statement of the total sum due for payment. All activities related to the lifecycle of the supply relationship with IHG. A document issued by IHG to a supplier, indicating types, quantities and agreed prices for goods or services that the supplier will provide; as well as the applicable terms and conditions. Standard abbreviation for a go-to-market approach meaning Request for X. This is most commonly used to refer to Requests for Information (RFI), Requests for Quote (RFQ), Requests for Tender (RFT) and Requests for Proposal (RFP). Any external individual, company, firm or entity that provides goods or services to IHG or has another relevant commercial relationship with IHG. InterContinental Hotels Group Global Headquarters and Europe Office Broadwater Park, Denham, Buckinghamshire UB9 5HR UK Tel +44 (0) 1895 512 000 2015 InterContinental Hotels Group. All rights reserved. 17