Annual report and accounts 2016
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74<br />
Report of the Nominations Committee continued<br />
The appointment of Marc Boll<strong>and</strong> <strong>and</strong> Emilio Saracho<br />
1<br />
2<br />
3<br />
4<br />
5<br />
Search initiated in<br />
accordance with<br />
Board succession<br />
plans<br />
Skills <strong>and</strong> business<br />
experience<br />
priorities <strong>and</strong><br />
required attributes<br />
discussed <strong>and</strong><br />
agreed<br />
Executive Search<br />
Firm engaged to<br />
assist with the<br />
search<br />
(refinement<br />
of search<br />
specifications)<br />
First long-list<br />
of potential<br />
c<strong>and</strong>idates<br />
considered<br />
Second long-list<br />
of c<strong>and</strong>idates<br />
reviewed <strong>and</strong><br />
shared with<br />
the Board<br />
6<br />
7<br />
8<br />
9<br />
10<br />
Short-list agreed<br />
Interviews<br />
completed<br />
Second vacancy<br />
identified <strong>and</strong><br />
process broaden<br />
to cover both<br />
positions<br />
Nominations<br />
Committee<br />
considered<br />
final c<strong>and</strong>idates<br />
<strong>and</strong> made<br />
recommendation<br />
to the Board<br />
Appointment<br />
announced by the<br />
Board, <strong>and</strong><br />
published <strong>report</strong><br />
on the proposed<br />
appointments for<br />
submission to the<br />
Shareholders’<br />
Meeting<br />
Appointments<br />
approved by the<br />
Shareholders’<br />
Meeting<br />
Induction of directors<br />
The induction programme for new directors was reviewed in line<br />
with the feedback received from directors <strong>and</strong> specifically<br />
arranged according to the needs of the two non-executive<br />
directors appointed this year. This is described in more detailed<br />
on page 63.<br />
Succession planning<br />
As already stated, the Nominations Committee continued to<br />
review <strong>and</strong> refresh non-executive director succession planning.<br />
This year the Committee postponed its full review of succession<br />
plans in order to benefit from the conclusions of the external<br />
Board performance evaluation that was completed in<br />
September. In accordance with this, the Committee reviewed the<br />
skills matrix, as well as the likely pattern of Board retirements over<br />
the coming years, <strong>and</strong> agreed on future priorities.<br />
The Committee also continued to review <strong>and</strong> assess the<br />
succession arrangements for executive directors, <strong>and</strong> for key<br />
executive positions at IAG <strong>and</strong> at the operating companies.<br />
Building on the work completed in 2015 in identifying potential<br />
c<strong>and</strong>idates for each role, during <strong>2016</strong>, much of the work focused<br />
on the assessment of the potential c<strong>and</strong>idates identified <strong>and</strong> the<br />
discussion of individual development. During 2017, management<br />
will continue with this exercise <strong>and</strong> will also pay special attention<br />
to diversity mix considerations.<br />
<strong>Annual</strong> evaluation of performance<br />
The Committee reviews directors’ performance <strong>and</strong><br />
independence as part of the Committee’s assessment of their<br />
eligibility for re-election. The performance, commitment, ability<br />
<strong>and</strong> availability of each of the non-executive directors were<br />
reviewed <strong>and</strong> discussed with them privately by the Chairman.<br />
The results were shared with the Nominations Committee <strong>and</strong><br />
the Committee recommended each director st<strong>and</strong>ing for reelection<br />
at the <strong>2016</strong> Shareholders’ Meeting to be re-elected.<br />
An evaluation of the Committee’s performance was completed<br />
as part of the external evaluation process carried out in <strong>2016</strong>. The<br />
Committee was found to be operating effectively. The<br />
Committee’s objectives for 2017 are described within the Board<br />
performance evaluation information on page 64.<br />
Board diversity<br />
The Nominations Committee reviewed the new Directors<br />
Selection <strong>and</strong> Diversity Policy which was submitted for Board<br />
approval on January 28, <strong>2016</strong>. This policy is available on the<br />
Company’s website.<br />
There are currently three female directors on the Board,<br />
representing 25 per cent of the Board positions, <strong>and</strong> one of them<br />
chairs one of the Board committees. Under the new Directors<br />
Selection <strong>and</strong> Diversity Policy, the female representation target<br />
has been increased this year to 33 per cent by the end of 2020 in<br />
line with the recommendations of the final <strong>report</strong> of the Women<br />
on Boards Davies review published in the United Kingdom.<br />
It is the Nominations Committee’s intention to reconcile the<br />
achievement of this objective with preserving the general<br />
diversity <strong>and</strong> merit based appointment principles established in<br />
IAG’s policy.<br />
Further details on diversity, can be found on page 61 of this<br />
Corporate Governance section <strong>and</strong> on page 49 of the<br />
Sustainability section.<br />
INTERNATIONAL AIRLINES GROUP<br />
INTERNATIONAL<br />
<strong>Annual</strong> Report <strong>and</strong><br />
AIRLINES<br />
Accounts<br />
GROUP<br />
<strong>2016</strong><br />
<strong>Annual</strong> Report <strong>and</strong> Accounts <strong>2016</strong>