Annual report and accounts 2016

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Spanish corporate governance report continued
vi) To establish the appropriate relationships with the external auditor in order to receive information on matters
which may jeopardise its independence, for its examination by the Audit and Compliance Committee, and on
any other matters relating to the audit process, and, as appropriate, the authorisation of permissible non-audit
services as legally established, as well as any other communications provided for in the audit legislation
and standards.
In all cases, the declaration of their independence in relation to the entity or entities directly or indirectly related
thereto must be received annually from the external auditors, as well as information on the additional services
of any kind provided and the corresponding fees received.
vii) To issue on an annual basis, prior to the issue of the auditor’s report, a report expressing an opinion on whether
the independence of the auditor is compromised. This report must contain, in all cases, the assessment of the
provision of the additional services referred to in the preceding paragraph, taken individually and as a whole,
other than the statutory audit and in relation to the rules on independence or to audit regulations.
viii) To develop and implement a policy on the engagement of the external auditors to supply additional non-audit
services pursuant to the provisions of the UK Corporate Governance Code issued by the Financial
Reporting Council.
ix) To ensure that the external auditor has a yearly meeting with the Board of Directors in full to inform on the
work undertaken and any developments in the Company’s risk and accounting positions.
x) In the event of the external auditor’s resignation, to review any underlying circumstances.
During 2016, the Audit and Compliance Committee reviewed the work undertaken by the external auditors and assessed their
independence, objectivity and performance. In doing so, it took into account relevant professional and regulatory requirements
and the relationship with the auditor as a whole, including the provision of any non-audit services. The Audit and Compliance
Committee monitored the auditors’ compliance with relevant regulatory, ethical and professional guidance on the rotation of
partners, and assessed its qualifications, expertise, resources and the effectiveness of the audit process, including a report from the
external auditor on its own internal quality procedures. The Audit and Compliance Committee decided not to tender the audit for
the Company for fiscal year 2017.
The Audit and Compliance Committee receives a quarterly report on compliance with the Group’s External Auditor Services Policy,
which restricts the volume and types of non-audit services that Ernst & Young can provide throughout the Group.
The Board of Directors approved in January 2016 a Shareholder Communication Policy regarding communication and contact with
shareholders, institutional investors and proxy advisors that regulates the relationship and channels of communication of the
Company with shareholders, institutional investors and proxy advisors. This policy complies in full with market abuse regulations
and provides an equitable treatment to shareholders in the same position.
In addition, the Company has a Group Standing Instruction on business integrity in order to ensure compliance with competition
and anti-bribery legislation. As stated in this Instruction, IAG and its staff are bound by values of integrity and responsibility; the
Company is firmly committed to maintaining the highest standards of ethics, honesty, openness and accountability.
This Instruction applies to all staff of IAG and its subsidiary companies and to suppliers and their representatives when working for
IAG. A breach of these principles will be managed in accordance with the Company’s established disciplinary procedures or
contract engagement terms. In accordance with this policy, staff should immediately report any actual or potential breaches of the
Instruction to their line managers or, if not appropriate for whatever reason, to the Chief of Staff or General Counsel. All matters will
be dealt with in confidence. Timely, appropriate and thorough investigations will be carried out into all cases of actual or suspected
breaches whether discovered or reported. There is also mandatory training providing specific guidance on how these policies
apply to staff in their respective roles.
This Instruction also prevents the offering or making of payments or the offering or promising of gifts to dishonestly influence a
decision or to induce or reward a person for improper performance of their functions or job activity.
The Company has established whistleblowing procedures so that staff can report any malpractice. In addition to this, there is a
whistle blower hotline as an alternative for those employees who, for whatever reason, do not feel comfortable using internal
procedures. This hotline is an independent, confidential call bureau. All calls are forwarded to the highest level of management
within IAG.
Conflict of interest situations are also covered within IAG’s employees’ regulations, establishing appropriate reporting obligations. If
employees become aware of any potential conflicts of interest, these must be disclosed to the Company as soon as possible.
INTERNATIONAL AIRLINES GROUP
Annual Report and Accounts 2016