Consolidated Financial Statements and Consolidated Management ...

EXTERNAL PROPRIETARY DIRECTORS
Name or trade name of director
Committee that proposed the appointment
Name or trade name of the significant
shareholder represented or that proposing
the appointment
GRUPO INVERSOR HESPERIA, S.A. - GRUPO INVERSOR HESPERIA, S.A.
CAJA DE AHORROS DE VALENCIA,
CASTELLÓN Y ALICANTE (BANCAJA)
APPOINTMENTS AND REMUNERATION COMMITTEE BANCO FINANCIERO Y DE AHORROS, S.A.
MR FRANCISCO JAVIER ILLA RUIZ APPOINTMENTS AND REMUNERATION COMMITTEE GRUPO INVERSOR HESPERIA, S.A.
HOTELES PARTICIPADOS, S.L. APPOINTMENTS AND REMUNERATION COMMITTEE HOTELES PARTICIPADOS, S.L.
MR IÑAKI ARRATÍBEL OLAZIREGI APPOINTMENTS AND REMUNERATION COMMITTEE
CAJA DE AHORROS Y MONTE DE PIEDAD
DE GIPUZKOA Y SAN SEBASTIÁN
MR JUAN LLOPART PÉREZ APPOINTMENTS AND REMUNERATION COMMITTEE BANCO FINANCIERO Y DE AHORROS, S.A.
MR ROBERTO CIBEIRA MOREIRAS APPOINTMENTS AND REMUNERATION COMMITTEE PONTEGADEA INVERSIONES, S.L.
MS ROSALBA CASIRAGHI APPOINTMENTS AND REMUNERATION COMMITTEE INTESA SANPAOLO, S.P.A.
SOCIEDAD DE PROMOCIÓN Y
PARTICIPACIÓN EMPRESARIAL
CAJA MADRID
APPOINTMENTS AND REMUNERATION COMMITTEE BANCO FINANCIERO Y DE AHORROS, S.A.
Total number of proprietary directors 9
% of total Board 69.231
INDEPENDENT EXTERNAL DIRECTORS
Name or trade name of director: MR CARLOS GONZÁLEZ FERNÁNDEZ
Profile: Mr. Fernández holds an Economics degree from the Universidad de Bilbao and is a chartered accountant. He spent 35 years of his professional
career at Arthur Andersen, a firm which merged with Deloitte in 2003. He was first appointed Chairman of Arthur Andersen in 2000 and was subsequently
Chairman of the firm resulting from the merger, Deloitte, from 2003 to 2009.
Name or trade name of director: MR MIGUEL RODRÍGUEZ DOMÍNGUEZ
Profile: Businessman.
Name or trade name of director: MS NURIA ITURRIAGAGOITIA RIPOLL
Profile: Degree in economics and business sciences from the Universidad de Deusto; General Management Program from the IESE business school;
International Marketing, Accounts and Finance, Business Policy, Human Resources Management from Buckingham College of Higher Education (UK).
Total number of independent directors 3
% of total Board 23.077
OTHER EXTERNAL DIRECTORS
State the reasons why they cannot be considered as proprietary or independent directors and their relationship with the company, its directors or
shareholders:
Indicate the changes that, as applicable, have occurred to the status of each director during the period:
B.1.4. Explain, should it be the case, the reasons why proprietary directors have been appointed at the request of shareholders whose
holdings are below 5% of share capital.
Indicate whether formal requests for representation on the Board from shareholders whose shareholding is equal to or greater than other shareholders
at whose request proprietary directors have been appointed, have not been acted upon. Explain the reasons why they have not been acted on, as
applicable.
NO
B.1.5. Indicate whether any director has left their position prior to the completion of their mandate; whether the director has explained
their reasons to the Board, and by what means; and, in the event that the written communication was sent to the whole of the Board,
explain the reasons given:
YES
Name of the director: MR ANTONIO VIANA BAPTISTA
Reason for departure: Difficulty of making the functions of director of NH Hoteles, S.A. compatible with the office of Chairman of the company
Credit Suisse.
Name of the director: MR GABRIELE BURGIO
Reason for departure: Stood down from his executive position to which his appointment as a Director was linked, as set forth in Article 14. b) of the
Board of Directors Regulations.
Name of the director: MR JUAN ANTONIO SAMARANCH SALISACHS
Reason for departure: Personal reasons.
B.1.6. State the powers that have been delegated to the Executive Director(s), if such authorisations exist:
Name or trade name of director: MR MARIANO PÉREZ CLAVER
Short description: ALL THE POWERS THAT CORRESPOND TO THE BOARD OF DIRECTORS, EXCEPT THOSE THAT CANNOT BE DELEGATED BY
LAW OR THE COMPANY’S BYLAWS.
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ANNUAL CORPORATE GOVERNANCE REPORT