9 months ago

Annual report and accounts 2016

166 Spanish corporate

166 Spanish corporate governance report continued C.1.6.bis Explain the conclusions of the Nominations Committee with respect to verification of compliance with the director selection policy. In particular, explain how this policy promotes the objective of having female directors represent at least 30% of the total members of the Board of Directors by 2020. The Nominations Committee, at its meeting held on December 14, 2016, carried out a check of compliance with its Directors Selection and Diversity Policy. Two appointments were made in 2016 to the Board of Directors of the Company, both as a result of the same process. The process followed to complete these two appointments was reviewed in detail by the Committee who concluded that: a) The procedure was formal, rigorous and transparent. b) The proposals were based on a prior analysis of the needs of the IAG Board of Directors. This evaluation was made alongside succession plans for directors and taking into consideration the conclusions from the annual review of Board performance. c) The Company engaged a professional and well-known search firm, Spencer Stuart, which is a signatory to the UK Voluntary Code of Conduct for Executive Search Firms. d) The process followed conformed to all the gender diversity requirements established in both the IAG’s policy and in the UK Voluntary Code of Conduct on gender diversity for executive search firms. e) Both proposals referred to applicants who satisfy the legal and statutory conditions required to hold office as a director, are of suitable repute and have the appropriate knowledge, experience, skills and availability for the exercise of the functions and duties of such office. A detailed explanation of how this Policy promotes the achievement of the gender diversity objective established by the Company is included in the two preceding sections. In addition to this and from a general perspective, the Nominations Committee regularly reviews the percentage of women that sit on the Board and on the Company’s Management Committee. It also monitors the number of women within the Group’s workforce worldwide. This information (and the progress made towards achieving greater diversity) is published annually in the Company’s annual report. C.1.7 Explain how shareholders with significant holdings are represented on the board. There are no significant shareholders with representation on the Board of Directors. C.1.8 Explain, if applicable, the reasons why proprietary directors have been appointed upon the request of shareholders who hold less than 3% of the share capital. Name or corporate name of shareholder – – Reason Provide details of any rejections of formal requests for board representation from shareholders whose equity interest is equal to or greater than that of other shareholders who have successfully requested the appointment of proprietary directors. If so, explain why these requests have not been entertained. No Name or corporate name of shareholder Explanation – – C.1.9 Indicate whether any director has resigned from office before their term of office has expired, whether that director has given the board their reasons and through which channel and, if tendered in writing, list below the reasons given by that director: Name of director Reasons for resignation – – INTERNATIONAL AIRLINES GROUP Annual Report and Accounts 2016

167 C.1.10 Indicate what powers, if any, have been delegated to the chief executive officer(s). Name or corporate name of director Willie Walsh Brief description All of the powers of the Board have been permanently delegated to the IAG Chief Executive for their exercise, jointly and severally, save for those which cannot be delegated pursuant to the Bylaws, the Board Regulations or the applicable legislation. C.1.11 List the directors, if any, who hold office as directors or executives in other companies belonging to the listed company’s group: Individual or corporate name of director Corporate name of entity within the Group Position Do they have executive functions? Willie Walsh Aer Lingus plc Non-Executive Chairman No C.1.12 List any company board members who likewise sit on the boards of directors of other non-group companies that are listed on official securities markets, insofar as these have been disclosed to the company. Name or corporate name of director Name of listed company Position Marc Bolland Coca-Cola Company Non-Executive Director Marc Bolland Exor S.p.A Non-Executive Director Patrick Cescau Intercontinental Hotels Group Non–Executive Chairman Baroness Kingsmill Telecom Italia Non–Executive Director Baroness Kingsmill E.ON Member of the Supervisory Board Baroness Kingsmill Industria de Diseño Textil, S.A. (Inditex) Non-Executive Director James Lawrence Smurfit Kappa Group Non–Executive Director James Lawrence Avnet Inc. Non–Executive Director Kieran Poynter British American Tobacco Non–Executive Director Emilio Saracho Industria de Diseño Textil, S.A. (Inditex) Non-Executive Director Dame Marjorie Scardino Twitter, Inc. Non–Executive Director Alberto Terol Indra Sistemas, S.A. Non–Executive Director Strategic Report Corporate Governance Financial Statements Additional Information C.1.13 Yes Indicate and, where appropriate, explain whether the board regulations establish rules on the maximum number of company boards on which its directors may sit: Explanation of rules According to article 17.5 of the Board Regulations, unless otherwise authorised by the Nominations Committee, a director shall not hold more than six other directorships of which no more than four, in the case of non-executive directors, and no more than one, in the case of executive directors, can be in public listed companies. In any event, prior consent from the Nominations Committee is required before an executive director can accept any external directorship appointment. Asset-holding or pure investment companies are excluded for the purposes of the preceding paragraph. Furthermore, companies belonging to the same group shall be considered as a single company. C.1.14 Section eliminated. C.1.15 List the total remuneration of the board: Board remuneration (thousands of euros) 11,329 Amount of pension rights accumulated by directors (thousands of euros) 320 Amount of pension rights accumulated by former directors (thousands of euros) 3,752

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