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Annual report and accounts 2016

58 Corporate governance

58 Corporate governance IAG as a Group IAG is responsible for the Group’s strategy and business plan. It centralizes the Group’s corporate functions, including the development of its global platform. Board* Comprises ten non-executive directors and two executive directors (IAG CEO and CFO) and is responsible for: • the supervision of the management of the Company • the approval of the strategy and general policies of the Company and the Group • the determination of the policy on shareholders’ remuneration • ensuring the effectiveness of the Company’s corporate governance system • approval of any significant contractual commitment, asset acquisition or disposal or equity investment or divestment • the definition of the Group structure • the approval of major alliances • the definition of the shareholders disclosure policy Chairman Antonio Vázquez • chairs the shareholders’ meetings • leads the Board’s work • sets the Board’s agenda and directs its discussions and deliberations • ensures that directors receive accurate, timely and clear information, including the Company’s performance, its strategy, challenges and opportunities • ensures that there is an effective communication with shareholders and that directors and executives understand and address the concerns of investors • offers support and advice to the Chief Executive • promotes the highest standards of corporate governance CEO Willie Walsh • is responsible and accountable to the Board for the management and profitable operation of the Company • leads the Company’s management team • oversees the preparation of operational and commercial plans • develops an effective management strategy • puts in place effective controls • co-ordinates the activities of the Group Senior Independent Director Patrick Cescau • provides a sounding board for the Chairman • serves as intermediary for the other directors when necessary • is available to shareholders, should they have any concerns they cannot resolve through the normal channels • leads the evaluation of the Chairman’s performance annually Audit and Compliance Committee • reviews the activity and performance of the external auditor, preserving their independence • supervises the effectiveness of the internal control of the Company, the internal audit and the risk management systems • supervises the process for the preparation of the Group’s financial results, reviewing the Company’s accounts and the correct application of the accounting principles • assess and oversees the Company’s compliance system • reviews the Company’s CSR and sustainability policy Nominations Committee • evaluates and makes recommendations regarding the Board and committee composition • submits to the Board the proposed appointment of independent directors • puts in place plans for the succession of directors, for the Chairman and the Chief Executive • oversees and establishes guidelines relating to the appointment, recruitment, career, promotion and dismissal of senior executives • reports on the proposed appointment of senior executives • monitors compliance with the company’s director selection and diversity policy Remuneration Committee • reviews and recommends to the Board the directors and senior executive remuneration policy • reports to the Board on incentive plans and pension arrangements • monitors compliance with the Company’s remuneration policy • ensures compliance with disclosure requirements regarding directors’ remuneration matters Safety Committee • receives material safety information about any subsidiary or franchise, codeshare or wet lease provider • exercises a high level overview of the safety activities and resources • follows up on any safety related measures as determined by the Board * List of Board’s reserved matters can be found in article 3 of the Board Regulations, available in the Company’s website INTERNATIONAL AIRLINES GROUP Annual Report and Accounts 2016

59 The Group operating companies Avios IAG Management Committee Headed by the CEO: • Day-to-day management of the Group • Capturing cost and revenue synergies • Development of Group longterm strategy Enrique Dupuy de Lôme CFO Stephen Kavanagh CEO Robert Boyle Director of Strategy Alex Cruz Chairman and CEO Luis Gallego Chairman and CEO Javier Sanchez Prieto Chairman and CEO Each operating company is responsible for the management of their respective businesses and accountable for the implementation of the joint business and synergy plan. Each company has its own board of directors and its own executive committee, led by the top executive of each company. Aer Lingus British Airways Iberia Strategic report Corporate governance Financial statements Additional information Julia Simpson Chief of Staff Chris Haynes General Counsel Vueling GBS Ignacio de Torres Director of Global Services Andrew Crawley CEO IAG Cargo www.iairgroup.com

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