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Annual report and accounts 2016

170 Spanish corporate

170 Spanish corporate governance report continued C.1.20 Explain to what extent the annual evaluation of the board has prompted significant changes in its internal organisation and the procedures applicable to its activities: Description of amendments An external evaluation was conducted this year facilitated by Dr Tracy Long from Boardroom Review Limited, who has no other connection with the Company. Dr Long also facilitated the 2013 evaluation and was re-appointed to provide a degree of continuity to this exercise, enabling the Board to better assess its development and progress since the incorporation of the Company. The overall conclusion of the review was positive. Over the last three years the Board was considered to have made meaningful progress and to have built on its strengths. The result of the evaluation shows that the Board continues to adequately fulfil its responsibilities and that each of its committees continue to be effective and efficient. The key actions agreed by the Board following this year’s evaluation are set out in the table below. Strategy and business oversight Risk agenda Board performance Succession Planning Provide further context for Board strategy discussions, enhancing visibility of changing environment Enrich non-financial information reporting to the Board Implement suggestions to further improve the effectiveness of the annual strategy session Increase coverage and visibility of risk priorities across the Board forward agenda More dynamic management of the Board planning agenda, ensuring focus on agreed priorities and including training and development Continue to encourage site visits and other opportunities to engage with management, not only as an important source of information for non-executive directors but also as it provides context for succession planning and talent development discussions Succession planning at both Board and executive level should remain a priority Further formalisation of the process and reinforce the report to the whole Board Continue analysis of the Board skills matrix and discussions on future domain knowledge priorities At executive level, strengthen focus on talent development C.1.20 bis Describe the evaluation process and the areas evaluated by the board with the aid, as applicable, of an external consultant, with respect to the diversity of its composition and competencies, the functioning and composition of its committees, the performance of the board chairman and of the chief executive, and the performance and contribution of each director. As stated in the previous section, the Board and committees’ performance evaluation was conducted externally in 2016. The evaluation comprised in-depth one-to-one interviews with directors, the General Counsel of the Company and the Company Secretary, observation of Board and committees meetings, and a review of Board and committee papers as well as other Company information. The main themes covered in this evaluation were: strategy and execution; risk and control; remuneration and executive succession; stakeholders; culture, composition and board choreography; as well as the use of time and quality of information. The Senior Independent Director met with the other non-executive directors to discuss the performance of the Chairman. Additionally, the Chairman met with each director individually to discuss their contribution to the Board, the functioning of the Board as a whole, as well as an assessment of performance against the objectives agreed for 2016. In general terms, good progress was made against these objectives, namely the improvements introduced regarding the Board agenda and time management, as well as the induction designed and completed this year for new committee members. INTERNATIONAL AIRLINES GROUP Annual Report and Accounts 2016

171 C.1.20 ter List any business relationships held by the consultant or any company in its group with the company or any group company. Not applicable C.1.21 Indicate the cases in which directors must resign. In accordance with article 16.2 of the Board Regulations, a director must place his position at the disposal of the Board of Directors and, at its request, formally resign from office in the following cases: a) When he or she ceases to hold the executive positions to which his or her appointment as director is linked, or when the reasons for which he was appointed no longer exist. In particular, in the case of nominee directors, when the shareholder(s) that proposed, requested or determined their appointment sell or transfer their holding in whole or in part, so that such holding has no longer the status of significant or is not sufficient to justify the appointment. b) When, due to supervening circumstances, the director is subject to any of the grounds for incompatibility or prohibition provided for in the law, the Corporate Bylaws or the Board Regulations. c) When he is prohibited by law from acting as a director. d) If requested to do so by the Board of directors as a result of a determination made in accordance with the provisions of article 11.7 of the Bylaws, to the extent that such determination arises as a result of his or her membership of the Board of Directors. e) When the director ceases to have the good standing, suitability, reliability, competence, availability or commitment to office necessary to be a director of the Company. f) When his or her presence on the Board of Directors might jeopardise, for any reason, directly, indirectly or through any person related to him, the loyal and diligent exercise of his functions in accordance with the corporate interest. g) When his or her remaining on the Board might affect the Company’s credit or reputation in the market or otherwise jeopardise its interests. C.1.22 Section eliminated. C.1.23 Are qualified majorities other than those prescribed by law required for any type of decision? No If applicable, describe the differences. Strategic Report Corporate Governance Financial Statements Additional Information Description of differences – C.1.24 No Indicate whether there are any specific requirements, apart from those relating to the directors, to be appointed chairman of the board: Description of requirements – C.1.25 No Indicate whether the chairman has the casting vote: Matters where the Chairman has the casting vote – C.1.26 No Indicate whether the bylaws or the board regulations set an age limit for directors. www.iairgroup.com

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