Annual report and accounts 2016

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86 Report of the Remuneration Committee continued Single total figure of remuneration for each director Subject to full audit Non-Executive Directors Director (€’000) Fees Taxable benefits Total for year to December 31, 2016 Fees Taxable benefits Total for year to December 31, 2015 Antonio Vázquez 1 511 35 546 484 19 503 Sir Martin Broughton 2 162 33 195 350 56 406 Patrick Cescau 3 136 22 158 120 34 154 César Alierta 4 55 – 55 120 – 120 Marc Bolland 5 65 – 65 – – – Baroness Kingsmill 120 27 147 135 25 160 James Lawrence 6 129 9 138 140 37 177 María Fernanda Mejía 120 3 123 120 8 128 José Pedro Pérez-Llorca 7 – – – 60 6 66 Kieran Poynter 131 35 166 120 29 149 Emilio Saracho 8 65 4 69 – – – Dame Marjorie Scardino 140 55 195 125 72 197 Alberto Terol 120 33 153 120 26 146 Total (€’000) 1,754 256 2,010 1,894 312 2,206 1 Antonio Vázquez took a voluntary 25 per cent reduction in his fee from December 1, 2012 until October 31, 2016 2 Sir Martin Broughton retired from the Board on June 16, 2016 3 Patrick Cescau was appointed as Senior Independent Director on June 16, 2016 4 César Alierta retired from the Board on June 16, 2016 5 Mark Bolland joined the Board on June 16, 2016 6 James Lawrence chaired the Audit and Compliance Committee until June 16, 2016 when he was replaced in this position by Kieran Poynter 7 José Pedro Pérez-Llorca was no longer a director from June 18, 2015 8 Emilio Saracho joined the Board on June 16, 2016 Additional explanations in respect of the single total figure table Each director has confirmed in writing that they have not received any other items in the nature of remuneration other than those already disclosed in the table above. Fees Fees paid in the year for non-executive directors. Taxable benefits Taxable benefits including personal travel. For the year to December 31, 2016, €:£ exchange rate applied is 1.2347 For the year to December 31, 2015, €:£ exchange rate applied is 1.3742 Executive Directors The table below sets out the single total figure and breakdown for each executive director. An explanation of how the figures are calculated follows the table. The remuneration for each executive director reflects the performance of the Company and the contribution each individual has made to the ongoing success of the Company. 2016 Director (’000) Base salary Taxable benefits Pension related benefits Annual incentive award Long-term incentive vesting Total for year to December 31 2016 Executive Directors Willie Walsh (GBP) 1 850 24 213 567 808 2,462 Willie Walsh (euro) 1,049 30 263 700 998 3,040 Enrique Dupuy de Lôme (GBP) 1 536 19 134 241 294 1,224 Enrique Dupuy de Lôme (euro) 662 23 165 298 363 1,511 Total (€’000) 1,711 53 428 998 1,361 4,551 INTERNATIONAL AIRLINES GROUP Annual Report and Accounts 2016
87 Additional explanations in respect of the single total figure table for 2016 Each director has confirmed in writing that they have not received any other items in the nature of remuneration other than those already disclosed in the table above. Base salary Salary paid in year for executive directors. Taxable benefits Taxable benefits including personal travel and, where applicable, a company car, fuel, occasional chauffeur services and private health insurance. Pension related benefits Employer contribution to pension scheme, and/or cash in lieu of pension contribution. Annual incentive plan Annual incentive award for the period ended December 31, 2016 (accrued at December 31, 2016, but cash payments (50 per cent of the award) not paid until March 2017). The outcomes of the performance conditions which determined the award are described in the next section. Half of the annual incentive award is deferred into shares for three years (Incentive Award Deferral Plan (IADP)). For the 2016 annual incentive plan, these will vest in March 2020. Long-term incentive vesting This relates to the IAG PSP 2014 award based on performance measured to December 31, 2016, although the shares vested will not be delivered until March 2017. For the purposes of this table, the award has been valued using the average share price in the three months to December 31, 2016 of 425.9 pence. The outcomes of the performance conditions which determined vesting are described below. For the year to December 31, 2016, €:£ exchange rate applied is 1.2347 For the year to December 31, 2015, €:£ exchange rate applied is 1.3742 2015 Pension related benefits Annual incentive award Long-term incentive vesting Total for year to December 31, 2015 Director (’000) Base salary Taxable benefits Executive Directors Willie Walsh (GBP) 1 850 27 213 1,360 4,005 6,455 Willie Walsh (euro) 1,168 37 293 1,869 5,504 8,871 Enrique Dupuy de Lôme (GBP) 1 525 19 131 483 1,456 2,614 Enrique Dupuy de Lôme (euro) 721 26 180 664 2,001 3,592 Total (€’000) 1,889 63 473 2,533 7,505 12,463 1 Willie Walsh and Enrique Dupuy de Lôme remuneration is paid in sterling and expressed in euro for information purposes only. Life Insurance The Company provides life insurance for all executive directors. For the year to December 31, 2016 the Company paid contributions of €18,555 (2015: €28,230). Variable pay outcomes Subject to audit 2016 Annual Incentive Plan At the beginning of 2016, the Board, upon a recommendation by the Committee, set IAG operating profit as the financial target to be applied to the two-thirds of the Annual Incentive Plan for that year. Operating profit was considered to be the most appropriate financial measure in aligning shareholder interests with the Company and individual performance. For the one-third portion based on role-specific objectives, the Remuneration Committee, on the proposal of the Chairman, considered the Chief Executive Officer’s performance against his objectives; and the Remuneration Committee, on the proposal of the Chief Executive Officer, considered the Chief Financial Officer’s performance against his objectives. Both performance evaluations were submitted to the Board for final approval on February 23, 2017. The maximum award for the Chief Executive Officer of IAG was 200 per cent of salary (100 per cent of salary for on-target performance), and for the Chief Financial Officer of IAG 150 per cent of salary (75 per cent of salary for on-target performance). Strategic Report Corporate Governance Financial Statements Additional Information www.iairgroup.com
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INTERNATIONAL AIRLINES GROUP The be
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Strategic report “2016 was a chal
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3 Chairman’s letter A firm focus
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5 Q A And, importantly, we have to
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7 IAG combines the leading airlines
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9 Operating highlights British Airw
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11 Business model and strategy Maxi
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13 4 5 6 Grow share of Europeto-Afr
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15 The performance indicators prese
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17 IT This year significant work ha
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19 and additional summer aircraft a
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21 This is why we have recently lau
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23 Aer Lingus Making the most of ou
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25 IAG Cargo Resilient performance
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27 Risk management and principal ri
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29 Risk Potential impact Management
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31 Risk Potential impact Management
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33 Financial overview A significant
Page 37 and 38: 35 However, continued weakness in t
Page 39 and 40: 37 Exchange impact before exception
Page 41 and 42: 39 By supplier cost category: Handl
Page 43 and 44: 41 Capacity 21% 11% 8% 60% Operatin
Page 45 and 46: 43 Cash flow € million 2016 2015
Page 47 and 48: 45 Sustainability Committed to our
Page 49 and 50: 47 UN Sustainable Development Goals
Page 51 and 52: 49 Aspect and link to SDGs Noise Wa
Page 53 and 54: 51 Air quality - electric tug trial
Page 55 and 56: “2016 has really tested the Group
Page 57 and 58: 55 I think we can be very proud tha
Page 59 and 60: 57 James Lawrence Non-Executive Dir
Page 61 and 62: 59 The Group operating companies Av
Page 63 and 64: 61 The Board Secretary is Álvaro L
Page 65 and 66: 63 Induction programme New director
Page 67 and 68: 65 Other statutory information Dire
Page 69 and 70: 67 The significant shareholders of
Page 71 and 72: 69 Report of the Audit and Complian
Page 73 and 74: 71 ICFR, which is a Spanish Corpora
Page 75 and 76: 73 The Committee’s responsibiliti
Page 77 and 78: 75 Report of the Safety Committee D
Page 79 and 80: 77 Despite a growth in share price
Page 81 and 82: 79 The table below summarises the m
Page 83 and 84: 81 Malus and Clawback Provisions Th
Page 85 and 86: 83 Service contracts and exit payme
Page 87: 85 Annual Remuneration Report Commi
Page 91 and 92: 89 IAG PSP Award 2014 The IAG PSP a
Page 93 and 94: 91 Statement of Voting The table be
Page 95 and 96: 93 IAG’s total shareholder return
Page 97 and 98: 95 The second performance condition
Page 99 and 100: 97 Incentive Award Deferral Plan Th
Page 101 and 102: Strategic Financial Statements Repo
Page 103 and 104: 101 Consolidated statement of other
Page 105 and 106: 103 Consolidated cash flow statemen
Page 107 and 108: 105 Consolidated statement of chang
Page 109 and 110: 107 the Income statement. All other
Page 111 and 112: 109 b Other interest-bearing deposi
Page 113 and 114: 111 Employee leaving indemnities an
Page 115 and 116: 113 IAG has initiated a project to
Page 117 and 118: 115 For the year to December 31, 20
Page 119 and 120: 117 7 Auditors’ remuneration The
Page 121 and 122: 119 For the year to December 31, 20
Page 123 and 124: 121 c Reconciliation of the total t
Page 125 and 126: 123 13 Property, plant and equipmen
Page 127 and 128: 125 16 Intangible assets and impair
Page 129 and 130: 127 Basis for calculating recoverab
Page 131 and 132: 129 19 Trade and other receivables
Page 133 and 134: 131 2 Floating rate euro mortgage l
Page 135 and 136: 133 depending on whether the employ
Page 137 and 138: 135 At December 31, 2016 the Group
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137 27 Financial instruments a Fina
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139 The carrying amounts and fair v
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141 December 31, 2015 Financial ins
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143 31 Other reserves and non-contr
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145 Defined benefit schemes i. APS
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147 d Fair value of scheme assets A
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149 e Present value of scheme liabi
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151 33 Contingent liabilities and g
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Spanish corporate governance report
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155 Indicate the most significant m
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157 Explain any significant changes
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159 B. SHAREHOLDERS’ MEETING B.1
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161 C.1.3 Complete the following ta
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163 Individual or corporate name of
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165 When reviewing board appointmen
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167 C.1.10 Indicate what powers, if
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169 Selection of directors In ident
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171 C.1.20 ter List any business re
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173 C.1.31 Indicate whether the con
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175 C.1.36 No Outgoing auditor Indi
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177 C.1.42 Indicate and, where appr
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179 C.2 Board committees C.2.1 Give
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181 f. To establish the appropriate
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183 F. Other responsibilities: a. T
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185 c) Steps taken during the year:
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187 C.2.2 b) Functions The main fun
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189 D.4 List any relevant transacti
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191 E.2 Identify the bodies respons
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193 Main risk Government interventi
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195 Audit and Compliance Committee
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197 The financial risk assessment i
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199 F.3.2 Internal control policies
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201 F.4.2 Mechanisms in standard fo
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203 6. Listed companies drawing up
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205 21. The board of directors shou
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207 37. When an executive committee
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209 52. The terms of reference of s
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211 IAG Remuneration Policy complie
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213 Director Enrique Dupuy de Lôme
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215 Strategic Report Corporate Gove
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217 Name and address Principal acti
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219 Associates Name and address Han
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221 Strategic Report Corporate Gove
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223 Operating margin Overall load f
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225 In 2015, the definition of inve
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227 Sustainability indicators Indic
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Shareholder information Registered
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Annual report and accounts 2016

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