Consolidated Financial Statements and Consolidated Management ...
Consolidated Financial Statements and Consolidated Management ... Consolidated Financial Statements and Consolidated Management ...
Short description of the agreement: Creation of a shareholders’ syndicate that shall comprise all the company shares held by said shareholders while the Shareholders’ Agreement exists, with the exception of those shares acquired as a result of the provision of financial services to clients or from treasury and trading activities. Through this syndicate, all shareholder members are required to exercise the voting rights derived from their syndicated shares as a single unit. Furthermore, all syndicated shares shall vote at General Meetings as a single unit and in the way decided by the majorities specified in the Shareholders’ Agreement. Participants in the shareholder agreement CK CORPORACIÓN KUTXA-KUTXA KORPORAZIOA, S.L. HOTELES PARTICIPADOS, S.L Indicate if the company is aware of the existence of concerted actions among its shareholders. If so, give a brief description: NO In the event of any modification or termination of these pacts, agreements or agreed actions during the year, please describe them below: The shareholders forming part of the aforementioned syndication agreements – that is to say, the one comprised of Hoteles Participados, S.L. and CK Corporación Kutxa-Kutxa Korporazioa, S.A., which holds an 11.570% stake in the share capital of NH Hoteles, and the other comprised of Bancaja Inversiones, S.A., Sociedad de Promoción y Participación Empresarial Caja Madrid, Corporación Financiera Caja Madrid and Caja de Ahorros y Monte de Piedad de Zaragoza, Aragón y Rioja (Ibercaja), which holds a 20.74% stake in the share capital of NH Hoteles – have taken the decision to extend each of the aforementioned syndication agreements for an additional year until 31 December 2012. A.7. State whether any individual or legal entity exercises or could exercise control over the company according to Article 4 of the Securities Market Act (LMV). If so, give details here: A.8. Complete the following tables regarding the company’s treasury stock: At year end: NO (*) Through: Number of direct shares Number of indirect shares (*) % of total share capital 2,056,429 0 0.800 Total 0 Describe any significant changes, according to Royal Decree 1362/2007, that occurred during the year: Capital gain/(loss) from disposals of treasury stock during the period (thousands of euros) 0 A.9. Describe the conditions and the term of the current mandate of the Board of Directors to carry out acquisitions or transfers of treasury stock, as conferred by the General Shareholders’ Meeting. The General Shareholders’ Meeting of 24 June 2010 granted the Board of Directors a period of five (5) years to take as collateral and/or to acquire, directly or indirectly, treasury stock, by purchasing same by any means for a price not lower than either (i) their par value, and (ii) the share price at the time of issuing the purchase order, whichever is lower, and not higher than the share price at the time of their acquisition. In no event may the par value of the purchased shares, together with the par value of the shares taken as collateral, exceed the legally established maximum amount at any given time. The Board of Directors is expressly authorised to freely hold the shares purchased under the aforementioned authorisation in order to comply, as appropriate, with the commitments assumed under any “Share Option-based Remuneration Schemes” or “Share-based Remuneration Schemes”, implemented in the company, subject to the required approvals; as well as to pay, at the listed share price, variable remuneration payments (bonuses) arising from Company remuneration plans. A.10. Indicate, as applicable, the legal and By law restrictions on exercising voting rights, as well as the legal restrictions on acquiring or transferring shareholdings in the company. State whether there are legal restrictions on exercising voting rights: NO Maximum percentage of voting rights that a single shareholder can exercise due to legal restrictions 0 State whether there are By law restrictions on exercising voting rights: NO Maximum percentage of voting rights that a single shareholder can exercise due restrictions established in Company By laws 0 Description of legal and By law restrictions on the exercise of voting rights Indicate whether there are any legal restrictions on the acquisition or transfer of share capital holdings: NO A.11. Indicate whether the General Meeting has resolved to adopt neutralisation measures against a takeover bid by virtue of the provisions set forth in Act 6/2007. NO En su caso, explique las medidas aprobadas y los términos en que se producirá la ineficiencia de las restricciones: 18 ANNUAL CORPORATE GOVERNANCE REPORT
B. STRUCTURE OF THE COMPANY’S CORPORATE GOVERNANCE B.1. Board of Directors B.1.1. State the maximum and minimum number of directors established in the bylaws: Maximum number of directors 20 Minimum number of directors 5 B.1.2. Complete the following table with details of Board members: Name or trade name of director Representative Position on the Board First appointed Last appointed MR MARIANO PÉREZ CLAVER -- CHAIRMAN. CEO 28/02/2011 29/06/2011 GRUPO INVERSOR HESPERIA, S.A. CAJA DE AHORROS DE VALENCIA, CASTELLÓN Y ALICANTE (BANCAJA) JOSÉ ANTONIO CASTRO SOUSA AURELIO IZQUIERDO GÓMEZ DEPUTY CHAIRMAN 24/06/2010 24/06/2010 DIRECTOR 17/02/2002 24/06/2010 MR CARLOS GONZÁLEZ FERNÁNDEZ -- DIRECTOR 29/06/2011 29/06/2011 MR FRANCISCO JAVIER ILLA RUIZ -- DIRECTOR 27/10/2009 03/12/2009 HOTELES PARTICIPADOS, S.L. IGNACIO EZQUIAGA DOMÍNGUEZ DIRECTOR 29/04/2004 24/06/2010 MR IÑAKI ARRATÍBEL OLAZIREGI -- DIRECTOR 28/10/2008 16/06/2009 MR JUAN LLOPART PÉREZ -- DIRECTOR 23/03/2010 24/06/2010 MR MIGUEL RODRÍGUEZ DOMÍNGUEZ -- DIRECTOR 29/04/2004 24/06/2010 MS NURIA ITURRIAGAGOITIA RIPOLL -- DIRECTOR 16/06/2009 16/06/2009 MR ROBERTO CIBEIRA MOREIRAS -- DIRECTOR 01/03/2010 24/06/2010 MS ROSALBA CASIRAGHI -- DIRECTOR 12/05/2009 16/06/2009 SOCIEDAD DE PROMOCIÓN Y PARTICIPACIÓN EMPRESARIAL CAJA MADRID ÁNGEL CÓRDOBA DÍAZ DIRECTOR 17/06/2008 24/06/2010 Election procedure VOTED BY SHAREHOLDERS MEETING VOTED BY SHAREHOLDERS MEETING VOTED BY SHAREHOLDERS MEETING VOTED BY SHAREHOLDERS MEETING VOTED BY SHAREHOLDERS MEETING VOTED BY SHAREHOLDERS MEETING VOTED BY SHAREHOLDERS MEETING VOTED BY SHAREHOLDERS MEETING VOTED BY SHAREHOLDERS MEETING VOTED BY SHAREHOLDERS MEETING VOTED BY SHAREHOLDERS MEETING VOTED BY SHAREHOLDERS MEETING VOTED BY SHAREHOLDERS MEETING Total number of directors 13 Indicate whether any directors have left the Board of Directors during the period: Name or trade name of director Type of director at time of departure Departure date MR GABRIELE BURGIO EXECUTIVE DIRECTOR 28/02/2011 MR JUAN ANTONIO SAMARANCH SALISACHS OTHER EXTERNAL DIRECTOR 13/06/2011 MR JOSÉ DE NADAL CAPARÁ INDEPENDENT 29/06/2011 MR ANTONIO VIANA BAPTISTA INDEPENDENT 27/07/2011 B.1.3. Complete the following tables about the different types of Board members: EXECUTIVE DIRECTORS Name or trade name of director Committee that proposed the appointment Position in the company’s organisation chart MR MARIANO PÉREZ CLAVER APPOINTMENTS AND REMUNERATION COMMITTEE CHAIRMAN - CHIEF EXECUTIVE OFFICER Total number of executive directors 1 % of total Board 7.692 ANNUAL CORPORATE GOVERNANCE REPORT 19
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B. STRUCTURE OF THE COMPANY’S CORPORATE GOVERNANCE<br />
B.1. Board of Directors<br />
B.1.1. State the maximum <strong>and</strong> minimum number of directors established in the bylaws:<br />
Maximum number of directors 20<br />
Minimum number of directors 5<br />
B.1.2. Complete the following table with details of Board members:<br />
Name or trade name of director<br />
Representative<br />
Position on the<br />
Board<br />
First<br />
appointed<br />
Last<br />
appointed<br />
MR MARIANO PÉREZ CLAVER -- CHAIRMAN. CEO 28/02/2011 29/06/2011<br />
GRUPO INVERSOR HESPERIA, S.A.<br />
CAJA DE AHORROS DE VALENCIA,<br />
CASTELLÓN Y ALICANTE (BANCAJA)<br />
JOSÉ ANTONIO<br />
CASTRO SOUSA<br />
AURELIO<br />
IZQUIERDO<br />
GÓMEZ<br />
DEPUTY<br />
CHAIRMAN<br />
24/06/2010 24/06/2010<br />
DIRECTOR 17/02/2002 24/06/2010<br />
MR CARLOS GONZÁLEZ FERNÁNDEZ -- DIRECTOR 29/06/2011 29/06/2011<br />
MR FRANCISCO JAVIER ILLA RUIZ -- DIRECTOR 27/10/2009 03/12/2009<br />
HOTELES PARTICIPADOS, S.L.<br />
IGNACIO<br />
EZQUIAGA<br />
DOMÍNGUEZ<br />
DIRECTOR 29/04/2004 24/06/2010<br />
MR IÑAKI ARRATÍBEL OLAZIREGI -- DIRECTOR 28/10/2008 16/06/2009<br />
MR JUAN LLOPART PÉREZ -- DIRECTOR 23/03/2010 24/06/2010<br />
MR MIGUEL RODRÍGUEZ DOMÍNGUEZ -- DIRECTOR 29/04/2004 24/06/2010<br />
MS NURIA ITURRIAGAGOITIA RIPOLL -- DIRECTOR 16/06/2009 16/06/2009<br />
MR ROBERTO CIBEIRA MOREIRAS -- DIRECTOR 01/03/2010 24/06/2010<br />
MS ROSALBA CASIRAGHI -- DIRECTOR 12/05/2009 16/06/2009<br />
SOCIEDAD DE PROMOCIÓN Y<br />
PARTICIPACIÓN EMPRESARIAL<br />
CAJA MADRID<br />
ÁNGEL CÓRDOBA<br />
DÍAZ<br />
DIRECTOR 17/06/2008 24/06/2010<br />
Election procedure<br />
VOTED BY SHAREHOLDERS<br />
MEETING<br />
VOTED BY SHAREHOLDERS<br />
MEETING<br />
VOTED BY SHAREHOLDERS<br />
MEETING<br />
VOTED BY SHAREHOLDERS<br />
MEETING<br />
VOTED BY SHAREHOLDERS<br />
MEETING<br />
VOTED BY SHAREHOLDERS<br />
MEETING<br />
VOTED BY SHAREHOLDERS<br />
MEETING<br />
VOTED BY SHAREHOLDERS<br />
MEETING<br />
VOTED BY SHAREHOLDERS<br />
MEETING<br />
VOTED BY SHAREHOLDERS<br />
MEETING<br />
VOTED BY SHAREHOLDERS<br />
MEETING<br />
VOTED BY SHAREHOLDERS<br />
MEETING<br />
VOTED BY SHAREHOLDERS<br />
MEETING<br />
Total number of directors 13<br />
Indicate whether any directors have left the Board of Directors during the period:<br />
Name or trade name of director Type of director at time of departure Departure date<br />
MR GABRIELE BURGIO EXECUTIVE DIRECTOR 28/02/2011<br />
MR JUAN ANTONIO SAMARANCH SALISACHS OTHER EXTERNAL DIRECTOR 13/06/2011<br />
MR JOSÉ DE NADAL CAPARÁ INDEPENDENT 29/06/2011<br />
MR ANTONIO VIANA BAPTISTA INDEPENDENT 27/07/2011<br />
B.1.3. Complete the following tables about the different types of Board members:<br />
EXECUTIVE DIRECTORS<br />
Name or trade name of director Committee that proposed the appointment Position in the company’s organisation chart<br />
MR MARIANO PÉREZ CLAVER APPOINTMENTS AND REMUNERATION COMMITTEE CHAIRMAN - CHIEF EXECUTIVE OFFICER<br />
Total number of executive directors 1<br />
% of total Board 7.692<br />
ANNUAL CORPORATE GOVERNANCE REPORT 19
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