Consolidated Financial Statements and Consolidated Management ...

More documents

Recommendations

Info

28.2. Information on secondary segments The following table shows the breakdown of certain of the Group’s consolidated balances in accordance with the geographic distribution of the entities giving rise to them: Miles de Euros Net turnover Total assets Inclusions of tangible fixed assets and intangible assets 2011 2010 2011 2010 2011 2010 Spain 365,167 348,021 984,578 1,122,876 18,321 21,223 Benelux 302,750 291,558 678,229 686,857 14,649 11,024 Italy 274,877 281,921 836,368 929,352 12,284 32,819 Germany 253,842 232,168 331,969 296,674 243,756 11,535 Latin America 66,278 62,227 213,250 254,382 7,942 9,896 Rest of Europe 68,072 66,045 30,376 30,756 1,379 1,348 Total 1,330,986 1,281,940 3,074,770 3,320,897 298,331 87,845 29. REMUNERATION AND OTHER STATEMENTS MADE BY THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT The amounts due in 2011 and 2010 to the members of the Parent Company’s bodies of governance, Board of Directors (13 members, 15 in 2010), Audit and Control Committee (4 members) and Appointments and Remuneration Committee (3 members), for the remuneration of the Executive Director, attendance fees and allowances were as follows: 29.1. Remuneration of the Board of Directors Thousand euros Remuneration item 2011 2010 Fixed remuneration 900 775 Variable remuneration 417 250 Parent Company: allowances 113 104 Parent Company: attendance allowances 532 531 Compensation/other 6,340 103 Life insurance premiums 52 45 Consolidated companies: allowances 2 2 Consolidated Companies: attendance allowances 27 15 Total 8,383 1,780 The “Compensation” item includes both the compensation and remuneration for the post contractual no competition agreement received by Mr. Gabriele Burgio, who left the Group on 28 February 2011. The Board of Directors had thirteen members at 31 December 2011, two of whom are women and eleven men. 29.2. Remuneration of Senior Management The remuneration of members of the Management Committee at 31 December 2011 and 2010, excluding any who simultaneously held office as members of the Board of Directors (whose remuneration has been set out has above), is detailed below: Thousand euros 2011 2010 Remuneration in cash 3,079 3,124 Remuneration in kind - - Total 3,079 3,124 Total remuneration for senior management in 2011 includes 457,000 euros in annual bonuses and 333,000 euros in tri annual bonuses. There are nine members of senior management (five members in 2010). The amount of remuneration received by all members of senior management in 2010 includes, among other items, the amount due for annual variable remuneration (696,000 euros) and tri annual variable remuneration (661,000 euros). The total figure of 2,086,000 euros was booked as due in the Financial Statements for 2010 drawn up on 28 February 2011. This figure does not include either annual or tri annual variable remuneration as they had not been approved by the competent decision making body on such date. 29.3. Information on conflicts of interest among the Directors At year-end 2011, the members of the Board of Directors of NH Hoteles, S.A. and certain individuals associated with the Board, as defined in the Revised Text of the Capital Companies Act, held interests in the capital of the following companies engaged in the same, similar or complementary type of operations as those comprising the corporate purpose of NH Hoteles, S.A. 104 REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
Holder Investee Company Activity Number of shares Sociedad de Promoción y Participación Empresarial Caja Madrid Inversora de Hoteles Vacacionales, S.A. Construction and Tourist Promotions Francisco Javier Illa Ruiz Hotel Comtact de Vic, S.A. Hotel Business 23.50% Francisco Javier Illa Ruiz Hoteles y Gestión, S.A. Hotel Business 1.086% Grupo Inversor Hesperia, S.A. Bonanova Squash Garden, S.A. Hotel Business 100.00% Grupo Inversor Hesperia, S.A. Bristol Services, S.L. Hotel Business 100.00% Grupo Inversor Hesperia, S.A. Hotel Colibri, S.A. Hotel Business 100.00% Grupo Inversor Hesperia, S.A. Hotel Conde de Aranda, S.A. Hotel Business 100.00% Grupo Inversor Hesperia, S.A. Cordobatel, S.A. Hotel Business 65.47% Grupo Inversor Hesperia, S.A. Gerencias y Serv. Turisticos, S.A. Hotel Business 85.49% Grupo Inversor Hesperia, S.A. Hotelera Metropol, S.A. Hotel Business 85.82% Grupo Inversor Hesperia, S.A. Infond, S.A. Hotel Business 89.52% Grupo Inversor Hesperia, S.A. Desjust, S.L. Hotel Business 100.00% Grupo Inversor Hesperia, S.A. Hotelera Sant Just, S.A. Hotel Business 84.73% Grupo Inversor Hesperia, S.A. Playa del Oeste, S.A. Hotel Business 58.28% Grupo Inversor Hesperia, S.A. Hotelera del Noroeste, S.A. Hotel Business 100.00% Grupo Inversor Hesperia, S.A. Hotelera del Tormes, S.A. Hotel Business 100.00% Grupo Inversor Hesperia, S.A. Hotel Hesperia Madrid, S.L. Hotel Business 100.00% Grupo Inversor Hesperia, S.A. Hoteles Almeria, S.A. Hotel Business 66.29% Grupo Inversor Hesperia, S.A. Hotelera Salvatierra, S.A. Hotel Business 100.00% Grupo Inversor Hesperia, S.A. Hotelera del Este, S.A. Hotel Business 100.00% Grupo Inversor Hesperia, S.A. Hotel Fontoria, S.A. Hotel Business 100.00% Grupo Inversor Hesperia, S.A. Hotelera Paseo de Gracia, S.A. Hotel Business 100.00% Grupo Inversor Hesperia, S.A. Bercuma, S.L. Hotel Business 86.28% Grupo Inversor Hesperia, S.A. Hotels Hesperia Andorra, S.A. Hotel Business 99.99% Grupo Inversor Hesperia, S.A. Corp. Hotelera Hemtex, S.A. Hotel Business 100.00% Grupo Inversor Hesperia, S.A. Desarrollo Turistico Isla Bonita, C.A. Hotel Business 100.00% Grupo Inversor Hesperia, S.A. Inversiones HMR, C.A. Hotel Business 35.70% 25% The breakdown of the offices held in companies engaged in the same, similar or complementary type of operations as those comprising the corporate purpose of NH Hoteles, S.A. and which do not belong to the Group or are not associated to it, by members the Parent Company’s Board of Directors and individuals associated with them is as follows: Holder Investee Company Activity Functions Desarrollo Turistico Isla Bonita, C.A. Hotel Business Member of the Management Team Grupo Inversor Hesperia, S.A. Hotel Business Joint Director Francisco Javier Illa Ruiz Corporación Hotelera Hemtex, S.A. Hotel Business Member of the Management Team Hotels Hesperia Andorra, S.A. Hotel Business Board Sec. and Attorney-in-Fact HMR Hotel Business Member of the Management Team RH2005 Hotel Business Member of the Management Team Roberto Cibeira Moreiras Epic Hotel LLC Hotel Business Member of the Board 30. SUBSEQUENT DISCLOSURES The process of refinancing the Group had come to an end by the date these consolidated annual accounts were drawn up, following closure of the corresponding negotiations with creditor financial institutions. The agreement was signed before a notary public with the 33 institutions which hold 100% of the total amount of debt to be refinanced. The transaction includes refinancing 729.8 million euros with maturities of between three and five years. It includes the outstanding balance of the syndicated loan signed in August 2007 (455 million euros) and practically all of the Group’s credit lines (275 million euros). The new syndicated loan is split into three tranches: A1, 315.8 million euros, which is to be repaid in increasing amounts over five years with different annual percentages; A2, 150 million, which to be repaid at the end of the agreement’s term; and B, amounting to 250 million euros, which is to be repaid in three years at most with the proceeds of asset sales. In addition, a loan of 14 million euros has been taken out with a single maturity date in 2015. The collateral set out below has been agreed upon to ensure the aforementioned financing: - Lien on 89.30% of Sotogrande, S.A.’s share capital; - ien on 55.5% of NH Italia S.r.l.’s share capital; - Mortgage on the “NH Eurobuilding” hotel; - Mortgage on eight hotels in the Netherlands (including the “NH Krasnapolsky” and the “NH Barbizon Palace”); - Lien on 100% of HEM Diegem N.V.’s share capital, the Belgian company which owns all the hotels in Belgium. - Joint and several first demand guarantees extended by 25 Group companies. REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 105
Page 1 and 2:
Lamps which create a special atmosp
Page 3 and 4:
ANNUAL REPORT 2011 CONSOLIDATED FIN
Page 5 and 6:
10. INVESTMENTS VALUED USING THE EQ
Page 7 and 8:
INDEPENDENT AUDITORS’ REPORT ON C
Page 9 and 10:
End customers, who are even more de
Page 11 and 12:
Revenue from Real Estate Activity,
Page 13 and 14:
The level of consolidated net finan
Page 15 and 16:
SUBSEQUENT DISCLOSURES The process
Page 17 and 18:
A.3. Complete the following tables
Page 19 and 20:
B. STRUCTURE OF THE COMPANY’S COR
Page 21 and 22:
B.1.7. Identify, as applicable, the
Page 23 and 24:
Process for determining the remuner
Page 25 and 26:
For the purposes of this definition
Page 27 and 28:
State and explain, as applicable, w
Page 29 and 30:
Does the Appointments Committee not
Page 31 and 32:
Explain the rules Article 14.2.e) o
Page 33 and 34:
Committee name AUDIT COMMITTEE Shor
Page 35 and 36:
C. RELATED-PARTY TRANSACTIONS C.1.
Page 37 and 38:
D. RISK CONTROL SYSTEMS D.1. Genera
Page 39 and 40:
The Audit Department therefore cont
Page 41 and 42:
In any event, the website shall con
Page 43 and 44:
E.10. State and explain the policie
Page 45 and 46:
) The following decisions: i) The a
Page 47 and 48:
23. All directors must be able to e
Page 49 and 50:
41. The Annual Report shall include
Page 51 and 52:
53. The Board of Directors shall se
Page 53 and 54: Mr Roberto Cibeira Moreiras - Annua
Page 55 and 56: APENDIX TO THE 2011 ANNUAL CORPORAT
Page 57 and 58: - to keep records of transactions r
Page 59 and 60: - Supervision of internal control a
Page 61 and 62: *Translation of consolidated financ
Page 63 and 64: CONSOLIDATED STATEMENTS OF CHANGES
Page 65 and 66: REPORT ON THE CONSOLIDATED FINANCIA
Page 67 and 68: 2.1.2. Standards and interpretation
Page 69 and 70: 2.5.2. Associate companies (See Ann
Page 71 and 72: 4. VALUATION STANDARDS The main pri
Page 73 and 74: - Outstanding loans and accounts re
Page 75 and 76: Deferred tax liabilities for all ta
Page 77 and 78: A breakdown of the cash generating
Page 79 and 80: • The most significant addition i
Page 81 and 82: NH Hoteles Group’s policy on inte
Page 83 and 84: The analysis of the aging of financ
Page 85 and 86: 15.5. Treasury shares At year-end,
Page 87 and 88: Additionally, two loans for a joint
Page 89 and 90: The details of the sensitivity anal
Page 91 and 92: Onerous agreements The NH Hoteles G
Page 93 and 94: Additionally, NH Hoteles España, S
Page 95 and 96: Negative tax bases At 31 December 2
Page 97 and 98: - Article 9 of the Articles of Asso
Page 99 and 100: 26.3. Personnel expenses The compos
Page 101 and 102: 26.6. Financial expenses and change
Page 103: Secondary segments - Geographic The
Page 107 and 108: 31. INFORMATION ON ENVIRONMENTAL PO
Page 109 and 110: ANNEX I: SUBSIDIARIES The data on t
Page 111 and 112: Investee Company Registered address
Page 113 and 114: REPORT ON THE CONSOLIDATED FINANCIA
Page 115 and 116: 9) To supervise compliance and inte
Page 117: ANNUAL REPORT OF THE AUDIT COMMITTE
show all

Consolidated Financial Statements and Consolidated Management ...

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?