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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>

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