Annual report and accounts 2016

54
Chairman’s introduction to corporate governance
An efficient Board support
that creates value
“The IAG Board
continues to evolve in
important ways and in
a challenging economic
and political environment
over the last 12 months
has proved itself to
be highly effective in
supporting the Group’s
management and
adding value.”
Antonio Vázquez
Chairman
The main role of the Board of Directors is to supervise the
Group’s day-to-day management, helping them to create a
profitable and sustainable business and to maximise the value
of the Company for the long term.
2016 was in some ways a testing year. The uncertainties caused
by the Brexit referendum had a significant and immediate
impact on the Group’s share price. However, we took swift
action to offer the financial community guidance on the
immediate impact of the vote on the business and were able
to reassure investors that our long-term financial and operating
targets remain robust.
Our annual two-day strategy meeting gave Board members an
excellent opportunity to spend time with the Group’s executive
teams, to get a detailed update on the performance of the
different businesses within the Group and to reflect deeply on
the challenges that lie ahead for IAG as a whole. This year’s
meeting was particularly important, coming, as it did, at the
start of a new five-year strategy cycle for the business.
We were delighted to hold this meeting in Dublin. It gave us
a chance to welcome our colleagues from Aer Lingus to the
Group and the opportunity to introduce our non-executives
to the Aer Lingus team, a meeting that proved very useful for
everyone concerned.
Board changes and succession planning
I am fortunate indeed to be supported by a superb and
extremely talented group of fellow directors with a broad range
of international experience in commerce, finance and public
policy. They bring great strength to the Company and I thank
them all for their support and dedication.
During the year Sir Martin Broughton stepped down as Deputy
Chairman and Senior Independent Director, having served for
six years on the IAG Board and 10 years at British Airways. He is
succeeded by Patrick Cescau as Senior Independent Director.
César Alierta also retired during the year. On behalf of the
Board, I would like to thank them both for their commitment
and service to IAG in these very important first six years of the
Company’s life.
In seeking new Board members, we were keen to recruit a
director with deep corporate finance and M&A experience
and one with a detailed knowledge of the retail sector. So we
were delighted to welcome Emilio Saracho, Vice Chairman of
JP Morgan, and Marc Bolland, the former Marks & Spencer
CEO, to the Board. The process we followed in making these
appointments is described in detail in the Nominations
Committee report on page 72.
We refreshed the composition of the different Board
committees following these appointments to make sure
we have the right mix of skills and experience on each and
that duties are shared in an effective way amongst all of
the directors.
We remain committed to recruiting a diverse Board in terms of
gender, background and experience around the world. Currently
we have three women non-executive directors on the Board,
but we are committed to making sure four of our 12 Board
members are women by the end of 2020.
All Board members are subject to re-election each year, a
practice that is common in the UK but rare in other markets.
The October meeting of the Nominations Committee was
particularly devoted to looking at succession plans both for
the Board and for the IAG executive team, where of course the
Board plays an important role in supporting the Chief Executive.
INTERNATIONAL AIRLINES GROUP
Annual Report and Accounts 2016