Annual report and accounts 2016

60
Corporate Governance continued
Corporate governance code compliance
As a company incorporated and listed in Spain, IAG is subject
to applicable Spanish legislation and to the Spanish corporate
governance framework. At the same time, as it has a listing on
the London Stock Exchange, IAG is also subject to the UK Listing
Rules, including the requirement to explain whether it complies
with the UK Corporate Governance Code published by the UK
Financial Reporting Council as amended from time to time
(a copy of which is available from www.frc.org.uk).
This Corporate Governance section (the UK Corporate
Governance Report) includes an explanation regarding the
Company’s application of the main principles of the UK
Corporate Governance Code. In addition, the Company prepares
an Annual Corporate Governance Report according to Spanish
legal requirements which includes information regarding
compliance with the Spanish Good Governance Code of Listed
Companies. This report is included on pages 154 to 214.
The Company considers that during the year it has complied with
all the provisions of the UK 2014 Corporate Governance Code
but for the following matter: The service contract for Antonio
Vázquez does not comply with the recommendation that notice
periods should be set at one year or less so as to limit any
payment on exit. The terms of Antonio Vázquez’s service
contract as Executive Chairman of Iberia were considered at the
time of the merger between British Airways and Iberia, and it was
determined that an entitlement to lump-sum retirement benefits
in excess of one year’s salary should be carried over into his IAG
service contract. It was thought necessary to continue the Iberia
benefits in order to retain this key director and, as such,
complying with the UK Corporate Governance Code’s
principle of only offering a remuneration package sufficient
to retain this director. Details can be found in the Directors’
Remuneration Report.
The Company complies with the provisions of the Spanish Good
Governance Code of Listed Companies, with the exceptions
described in the Spanish Annual Corporate Governance Report.
The Company believes that, notwithstanding the above
exception, it has a robust governance structure.
The Company’s Governance Reports are available on the
Company’s website.
Board composition and diversity
As set out in the Company’s Bylaws the Board shall comprise a
minimum of nine and a maximum of 14 members. As of
December 31, 2016 the Board composition was:
Name of Board Member Position/Category First appointed
Antonio Vázquez Chairman May 25, 2010
Willie Walsh Chief Executive Officer May 25, 2010
Patrick Cescau Senior Independent Director September 27, 2010
Marc Bolland Director (independent) June 16, 2016
Enrique Dupuy de Lôme Chief Financial Officer September 26, 2013
Baroness Kingsmill Director (independent) September 27, 2010
James Lawrence Director (independent) September 27, 2010
María Fernanda Mejía Director (independent) February 27, 2014
Kieran Poynter Director (independent) September 27, 2010
Emilio Saracho Director (independent) June 16, 2016
Dame Marjorie Scardino Director (independent) December 19, 2013
Alberto Terol Director (independent) June 20, 2013
INTERNATIONAL AIRLINES GROUP
Annual Report and Accounts 2016