Introduction

In IHG, we believe that strong ethics and good business should go together naturally. We are
committed to operating our company with integrity and in accordance with the highest ethical
standards. Our reputation is built upon the trust and confidence of all our stakeholders, and is an
integral part of our vision to make IHG one of the very best companies in the world.

The following Code of Ethics and Business Conduct ('The Code') sets out the principles and
standards describing how we should work and behave, wherever we are in the world. It applies to
all directors, officers and employees of IHG, and should be read together with the company's
core values (our 'Winning Ways').

All employees have a responsibility to behave ethically and protect the reputation of the
company. These principles lie at the heart of who we are, and nothing should ever compromise
our commitment to honesty and integrity.

Responsibility for Compliance with the Code

All directors, officers and employees are responsible for abiding by the Code. This includes
responsibility for the failure to exercise proper supervision and the responsibility to report a
violation by subordinates. Disciplinary action may, when appropriate, include dismissal.

The standards set out in the Code are necessarily general and do not address each and every
situation that may confront employees throughout the world. Where appropriate, guidance
should always be sought from management. In addition, the Company Secretary and Group
Internal Audit are available on a confidential basis as independent sources of advice.

Health and Safety

We are all responsible for helping to maintain a safe and healthy working environment in line
with local laws and regulations and in accordance with our internal standards.

Equal Opportunities

We recruit and promote individuals based solely on their suitability for the job without
discriminating on the grounds of race, colour, ethnic or national origin, gender, sexual
orientation, age, religion, marital status or disability unrelated to the role. In some countries these
principles may be modified by national legal requirements on affirmative action.

Harrassment

We will not tolerate harassment of any employee by any person, for any reason.

The Environment
We are committed to preserving and protecting the environment and to economic growth and
prosperity. These goals are not only consistent but mutually reinforcing. Protecting the
environment is an investment in all our futures. We are also committed to constructive
participation with all stakeholders in the ongoing process of sustainable growth.

Conflicts of Interest

We must always act in the best interests of IHG and avoid any personal preference or advantage.
This includes situations where personal, family or financial interests conflict with those of IHG,
or where an employee holds an interest in an organisation seeking to do business with the Group.
If you encounter a potential conflict of interest you must disclose the details and stand back from
any related decision-making process. In addition, you should avoid apparent conflicts of interest
which occur where a reasonable observer might assume there is a conflict of interest and,
therefore, a loss of objectivity in your dealings on behalf of the Group.

Relationships with Business Partners

It is in IHG's best interests to establish mutually beneficial commercial relationships with our
guests, suppliers and business partners. Offering or accepting gifts, entertainment or personal
favours is only acceptable if their value is modest and the practice is consistent with local
business culture. You should not accept gifts, entertainment or favours which might place you
under any obligation or which would reasonably be viewed as influencing business transactions.
Any gift or hospitality of more than token value must be reported to senior management who will
determine whether it can be accepted.

Competition

The Group is committed to open, free and fair competition in all our markets. We will compete
vigorously but honestly, observing all competition and anti-trust laws. Guidance on competition
and anti-trust compliance can be found in regional competition law and anti trust compliance
manuals and guidelines.

Fraud

We will not tolerate fraud of any description. You have an obligation to report any suspicions of
fraud in accordance with the Disclosure Procedures detailed at the end of this Code.

Property, Assets and Resources

IHG resources must be protected and must not be used for personal gain. This includes tangible
assets such as stocks, equipment and cash, in addition to intangible items such as intellectual
property, computer systems and confidential information. Information held within the Group
such as business plans, pricing, financial data and guest details remain the property of IHG and
must not be disclosed outside the Group without prior permission. The storage and use of guest
data may be further subject to data privacy regulations which must be complied with.
Political Activity and Contributions

We are all free to take part personally in political activities in our own time. However, we must
not create the impression that we represent the Group in these matters. In dealing with regulatory
and public policy issues that affect the Group, we do not make party political donations but deal
with the government of the day on matters which concern the business.

Records, Disclosure and Communications

As a publicly listed Group, we are required to comply with the rules relating to disclosure of
material and price-sensitive information under the relevant UK and US legislation, and the rules
and guidance of the United Kingdom Listing Authority and the New York Stock Exchange.

In accordance with our disclosure obligations, financial communications and reports will be
delivered in a manner that facilitates the highest degree of clarity of content and meaning so that
readers and users will be able to quickly and accurately determine their significance and
consequence. Matters relating to the activities and performance of the Group must not be
discussed with representatives of the media unless specifically authorised as part of your role.
Our Group Communications department will co-ordinate any announcements, statements or
responses to questions from the media, particularly those which relate to share price or
commercially sensitive information.

Insider Information

If you are in possession of confidential price-sensitive information which has not been made
public and could affect our share price you may not buy or sell shares in IHG, or provide such
information to third parties for that purpose. In addition, certain employees may not deal in IHG
securities at any stage during pre-defined 'close' periods. The full details of this policy can be
found in the Code of Practice for Dealing in IHG plc Securities.

Legal Compliance

We are committed to compliance with the laws and regulations of the countries and jurisdictions
in which we operate. In the unlikely event that a local law or regulation conflicts with the Code,
you should continue to comply with the law but you must report the circumstances of the conflict
according to the Disclosure Procedures detailed at the end of this Code.

Disclosure Procedures

The Group provides a stepped approach for raising questions or concerns over interpretation or
violation of the Code. This includes provision of a confidential disclosure line which is operated
by a third party. We do not permit retaliation against employees making good faith reports of
suspected breaches of the Code.