Annual report and accounts 2016

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c) Steps taken during the year:
REMUNERATION COMMITTEE
The Committee’s principal activities during the year were:
• Board succession planning;
• Director' Selection and Diversity Policy;
• performance evaluation of the Chairman and the Chief Executive;
• annual review of the category of each director;
• assessment of directors re-election;
• review of investors’ feedback from the 2016 Shareholders’ Meeting;
• appointments to the Group subsidiary boards;
• succession planning for the Group Chief Executive, the IAG Management Committee and leadership
teams of the Group operating companies; and
• annual performance evaluation planning for the Board and for the Committee.
Name Position Type
Dame Marjorie Scardino Chairman Independent
Marc Bolland Member Independent
Baroness Kingsmill Member Independent
María Fernanda Mejía Member Independent
Alberto Terol Member Independent
% of proprietary directors –
% of external independent directors 100
% of other non-executive directors –
Explain the functions attributed to this committee, describe the procedures and rules governing its organization and operation,
and summarize the most important steps taken during the year.
a) Rules of organisation and operation
The Remuneration Committee shall be made up of no less than three and no more than five non-executive
directors appointed by the Board of Directors, with the dedication, capacity and experience necessary to carry
out their function. A majority of the members of the Remuneration Committee shall be independent directors.
The Board shall designate a Remuneration Committee Chairman from among the independent directors of the
Remuneration Committee. The Chairman of the Board may not be appointed as Remuneration Committee
Chairman. The Secretary of the Board or his or her nominee shall act as secretary to the
Remuneration Committee.
The Remuneration Committee shall meet whenever convened by its Chairman, at his or her own initiative, or at
the request of two or more of its members and at least twice every year and, in all cases, where the Board
requests the issue of reports, the presentation of proposals or the adoption of resolutions within the scope of
its functions.
b) Functions
The main functions of the Remuneration Committee include:
Strategic Report Corporate Governance Financial Statements Additional Information
A. To propose to the Board the system and amount of the annual remuneration for directors, as well as
the individual remuneration of the executive directors and the other terms of their contracts.
B. To report to the Board on the contractual terms on termination for the senior executives,
including executive directors, and to ensure that any payments made are fair to the individual
and the Company, that failure is not rewarded and the duty to mitigate loss is fully recognised.
C. To report to the Board on the senior executive remuneration policy and the basic terms of
their contracts.
D. To report on incentive plans and pension arrangements.
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