Annual report and accounts 2016
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Corporate Governance continued<br />
Board <strong>and</strong> committee evaluation<br />
Following the internal evaluations carried out in 2014 <strong>and</strong> 2015,<br />
an external evaluation was conducted this year facilitated by Dr<br />
Tracy Long from Boardroom Review Limited, who has no other<br />
connection with the Company. Dr Long also facilitated the<br />
2013 evaluation <strong>and</strong> was re-appointed to provide a degree of<br />
continuity to this exercise, enabling the Board to better assess<br />
its development <strong>and</strong> progress since the incorporation of<br />
the Company.<br />
The overall conclusions of the review were positive. Over the last<br />
three years the Board was considered to have made meaningful<br />
progress <strong>and</strong> to have built on its strengths. The results of the<br />
evaluation show that the Board continues to adequately fulfil its<br />
responsibilities <strong>and</strong> that each of its committees continue to be<br />
effective <strong>and</strong> efficient.<br />
The key actions agreed by the Board following this year’s<br />
evaluation are set out in the table below.<br />
Strategy <strong>and</strong><br />
business<br />
oversight<br />
Risk<br />
agenda<br />
Provide further context for Board strategy discussions, enhancing visibility of changing environment<br />
Enrich non-financial information <strong>report</strong>ing to the Board<br />
Implement suggestions to further improve the effectiveness of the annual strategy session<br />
Increase coverage <strong>and</strong> visibility of risk priorities across the Board forward agenda<br />
Board More dynamic management of the Board planning agenda, ensuring focus on agreed priorities,<br />
performance including training <strong>and</strong> development<br />
Continue to encourage site visits <strong>and</strong> other opportunities to engage with management, not only as an important<br />
source of information for non-executive directors but also as it provides context for succession planning <strong>and</strong> talent<br />
development discussions<br />
Succession<br />
Planning<br />
Succession planning at both Board <strong>and</strong> executive level should remain a priority<br />
Further formalise the process <strong>and</strong> reinforce the <strong>report</strong> to the whole Board<br />
Continue analysis of the Board skills matrix <strong>and</strong> discussions on future domain knowledge priorities<br />
At executive level, strengthen focus on talent development<br />
The Senior Independent Director met with the other directors<br />
to discuss the performance of the Chairman. Additionally,<br />
the Chairman met with each director individually to discuss<br />
their contribution to the Board, the functioning of the Board<br />
as a whole, as well as an assessment of performance against<br />
the objectives agreed for <strong>2016</strong>. In general terms, good progress<br />
was made against these objectives, namely the improvements<br />
introduced regarding the Board agenda <strong>and</strong> time management,<br />
as well as the induction designed <strong>and</strong> completed this year for<br />
new members of the Audit <strong>and</strong> Compliance <strong>and</strong> Safety<br />
Committees.<br />
Relations with shareholders<br />
The Board is committed to maintaining an open dialogue with<br />
shareholders <strong>and</strong> recognises the importance of that relationship<br />
in the governance process. The Chairman is responsible for<br />
ensuring that an effective communication with shareholders<br />
takes place <strong>and</strong> that directors <strong>and</strong> executives underst<strong>and</strong> <strong>and</strong><br />
address investors’ concerns. The Board is briefed on a regular<br />
basis by the Group Head of Investor Relations <strong>and</strong> analysts’<br />
<strong>report</strong>s are circulated to all directors. During <strong>2016</strong>, the Board<br />
discussed shareholder matters on five different occasions,<br />
two of which included the Company’s corporate broker.<br />
IAG has a comprehensive investor relations programme which<br />
aims to help existing <strong>and</strong> potential investors underst<strong>and</strong> the<br />
Group <strong>and</strong> its business. Regular shareholder meetings were<br />
held with executive directors, <strong>and</strong> the investor relations team<br />
during <strong>2016</strong>. During May <strong>2016</strong>, the Chairman, the Chair of the<br />
Remuneration Committee, along with the Group Head of Investor<br />
Relations, met with many of our largest shareholders to discuss,<br />
among other matters, governance <strong>and</strong> remuneration.<br />
The Group's medium to long term plans <strong>and</strong> targets were<br />
discussed in detail in a full day of presentations by the senior<br />
management team at the annual Capital Markets day that took<br />
place in London on November 4, <strong>2016</strong>. Non-executive directors<br />
are invited to this meeting, giving major shareholders <strong>and</strong><br />
investors the opportunity to discuss corporate governance<br />
matters with members of the Board. The event was broadcast<br />
live via webcast. The presentations are available in full on the<br />
Company’s website, along with the accompanying transcript.<br />
Both institutional <strong>and</strong> private shareholders may contact the<br />
Company through a dedicated website, via email <strong>and</strong> directly<br />
by telephone.<br />
The Board approved in January <strong>2016</strong> a Shareholder<br />
Communication Policy regarding communication <strong>and</strong> contacts<br />
with shareholders, institutional investors <strong>and</strong> proxy advisors,<br />
following the 2015 Spanish Good Governance Code<br />
recommendation. This policy is available on the<br />
Company’s website.<br />
INTERNATIONAL AIRLINES GROUP<br />
<strong>Annual</strong> Report <strong>and</strong> Accounts <strong>2016</strong>