Consolidated Financial Statements and Consolidated Management ...

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) For participation by company directors on other boards of directors and/or in the senior management of group companies: Remuneration concept In thousands of euros Fixed Remuneration 0 Variable Remuneration 0 Diets for attending Commissions 2 Fees stipulated by bylaws 28 Options on shares and/or other financial instruments 0 Others 0 Total 30 Other Benefits In thousands of euros Advances 0 Loans granted 0 Pension plans and funds: Contributions 0 Pension plans and funds: Obligations undertaken 0 Life insurance premiums 0 Guarantees extended by the company in favour of board members 0 c) Total remuneration by type of director: Type of director By company By group Executive directors 7,695 16 External proprietary directors 410 13 External independent directors 178 1 Other external directors 19 0 Total 8,302 30 d) In relation to the profit attributable to the parent company Total remuneration of directors (thousands of euros) 8,332 Total remuneration of directors/income attributable to the parent company (expressed as a %) 32.0 B.1.12. Identify the members of the senior management team that are not executive directors and indicate their total remuneration for the year: Name or trade name MR ROBERTO CHOLLET IBARRA MR LEOPOLDO GONZÁLEZ-ECHENIQUE CASTELLANOS DE UBAO MR JESÚS IGNACIO ARANGUREN GONZÁLEZ-TARRÍO MR IGNACIO DÍAZ LÓPEZ MR FRANCISCO ALEJANDRO ZINSER CIESLIK MR FRANCISCO JAVIER MATAS MARTÍNEZ MS IDA GUTIÉRREZ DE ESCOFET MR IÑIGO CAPELL ARRIETA MR RAMÓN ARAGONÉS MARÍN Position FINANCE DIRECTOR GENERAL SECRETARY GENERAL MANAGER, ASSETS AND REVENUE CORPORATE INTERNAL AUDIT MANAGER GENERAL MANAGER, STRATEGY AND DEVELOPMENT GENERAL MANAGER, ORGANISATION AND TECHNOLOGY CORPORATE INSTITUTIONAL RELATIONS MANAGER GENERAL MANAGER, RESOURCES GENERAL MANAGER, OPERATIONS Total remuneration of senior management (thousands of euros) 3,079 B.1.13. Indicate, on an aggregate basis, whether members of the company’s or group’s senior management team, including executive directors, are afforded guarantees or golden parachute clauses in the event of dismissal or takeovers. Indicate whether these contracts must be communicated to, and/or approved by the governing bodies of the company or its group: Number of beneficiaries 5 Board of Directors General Shareholders' Meeting Body that authorises the clauses YES NO Is the General Shareholders’ Meeting notified of the clauses NO B.1.14. State the process for determining the remuneration of the members of the Board of Directors and the relevant bylaw clauses: 22 ANNUAL CORPORATE GOVERNANCE REPORT
Process for determining the remuneration of members of the Board of Directors and the clauses in the bylaws Article 42 of the Bylaws and Article 36 of the Board Regulations set forth that the remuneration of directors shall consist of a set annual amount and allowances for attending meetings of the Board of Directors and of its standing and advisory committees, the amounts of which shall be set by the General Shareholders’ Meeting. Additionally and independent of the remuneration described in the above paragraph, share-based remuneration systems, or those involving assigning shares or stock options, may be put in place for directors. Implementation of these remuneration systems must be agreed by the General Shareholders’ Meeting, which shall determine the value of the shares that are taken as a reference, the number of options, the exercise price of the stock options, the duration of this remuneration system and any other conditions deemed appropriate. Likewise, similar remuneration systems may be established for other company personnel, directors or otherwise, provided they comply with the law. In addition to the remuneration referred to in the above two paragraphs, executive directors are entitled to receive additional remuneration for the executive duties they perform beyond those contemplated in the post of director. In particular, this remuneration shall be comprise the following items: (a) a fixed component, adapted to the services and responsibilities assumed; (b) a variable component, referenced to a company executive directorship performance indicator; (c) an attendance component, comprising suitable insurance and benefits systems; and (d) indemnity in the event of dismissal or any other type of termination of the legal relationship with the company that is not due to breaches attributable to the director. The determination of the amount of the remuneration components referred to in this paragraph shall be based on market conditions and shall take into account the responsibility and degree of commitment involved in the role assigned to each executive director. Along with the Annual Corporate Governance Report, it is expressly set forth that the Board shall draw up an annual director remuneration report, which shall include complete, clear and comprehensible information on the company’s remuneration policy approved by the Board for the year in course, as well as for future years, as appropriate. It shall also include an overall summary of the remuneration policy implemented during the year, as well as a breakdown of the individual remuneration due to each of the directors. The annual director remuneration report, the company’s remuneration policy approved by the Board for the year in course, the policy for future years, the overall summary of how the remuneration policy was implemented during the financial year, as well as the breakdown of the individual remuneration due to each director shall be disclosed and brought before the Ordinary General Shareholders’ Meeting as a separate point on the agenda for a consultative vote. At the General Meeting held on 29 June 2011, and in accordance with the Article of the Bylaws mentioned above, a resolution was taken to set the gross total amount of the fixed remuneration and attendance allowances for the Board of Directors at one million one hundred thousand euros (€1,100,000) with effect as of 2011, excluding other kinds of remuneration corresponding to the executive director for items other than sitting on the Board. Indicate whether the plenary sessions of the Board are reserved for approving the following decisions. The appointment and removal of senior managers, as well as their compensation clauses, as proposed by the Chief Executive Director of the company. The remuneration of directors and, in the case of executives, any additional remuneration for executive responsibilities and any other conditions that their contracts should reflect. NO YES B.1.15. Indicate whether the Board of Directors approves a detailed remuneration policy and specify the issues covered by said policy: YES Amount of the fixed components, with a breakdown, as applicable, of the expenses for participating on the Board and its committees, and an estimate of the corresponding annual fixed remuneration Variable remuneration items Main characteristics of the benefits systems with an estimate of their amount or equivalent annual cost. Conditions that must apply to the contracts of those who, being executive directors, perform senior management functions. YES YES YES YES B.1.16. Indicate whether the Board submits a report on the remuneration policy of the directors as a separate point on the agenda to be voted on by the General Shareholders’ Meeting, for consultation purposes. If so, explain the aspects of the report concerning the remuneration policy approved by the Board for future years, the most significant changes in these policies compared to the policy applied during the year and an overview of how the remuneration policy was applied during the year. Describe the role carried out by the Remuneration Committee and if external advice has been used, identify the external consultants that provided it: YES Issues defined in the remuneration policy Article 42 of the Bylaws and Article 36 of the Board Regulations faithfully reflect the new Article 61 c of Act 24/1988 of 28 July on the Securities Market, which expressly sets forth that, along with the Annual Corporate Governance Report, the Board shall draw up an annual director remuneration report, which shall include complete, clear and comprehensible information on the company’s remuneration policy approved by the Board for the year in course, as well as for future years, as appropriate. It shall also include an overall summary of the remuneration policy implemented during the year, as well as a breakdown of the individual remuneration due to each of the directors. The annual director remuneration report, the company’s remuneration policy approved by the Board for the year in course, the policy for future years, the overall summary of how the remuneration policy was implemented during the financial year, as well as the breakdown of the individual remuneration due to each director shall be disclosed and brought before the Ordinary General Shareholders’ Meeting as a separate point on the agenda for a consultative vote. In this regard, it should be noted that, in accordance with the Bylaw and regulation provisions mentioned above, the annual director remuneration report for 2010 was brought before the General Meeting held on 29 June 2011 as a separate item on the agenda for a consultative vote, the result of which were as follows: - Votes in favour: 98.06% - Votes against: 0.02% - Abstentions: 1.92% ANNUAL CORPORATE GOVERNANCE REPORT 23
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: B.1.7. Identify, as applicable, the
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Page 27 and 28: State and explain, as applicable, w
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Page 31 and 32: Explain the rules Article 14.2.e) o
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Page 35 and 36: C. RELATED-PARTY TRANSACTIONS C.1.
Page 37 and 38: D. RISK CONTROL SYSTEMS D.1. Genera
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Page 45 and 46: ) The following decisions: i) The a
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Page 53 and 54: Mr Roberto Cibeira Moreiras - Annua
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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
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Page 71 and 72: 4. VALUATION STANDARDS The main pri
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- Outstanding loans and accounts re
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Deferred tax liabilities for all ta
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A breakdown of the cash generating
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• The most significant addition i
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NH Hoteles Group’s policy on inte
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The analysis of the aging of financ
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15.5. Treasury shares At year-end,
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Additionally, two loans for a joint
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The details of the sensitivity anal
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Onerous agreements The NH Hoteles G
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Additionally, NH Hoteles España, S
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Negative tax bases At 31 December 2
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- Article 9 of the Articles of Asso
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26.3. Personnel expenses The compos
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26.6. Financial expenses and change
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Secondary segments - Geographic The
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Holder Investee Company Activity Nu
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31. INFORMATION ON ENVIRONMENTAL PO
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ANNEX I: SUBSIDIARIES The data on t
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Investee Company Registered address
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REPORT ON THE CONSOLIDATED FINANCIA
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9) To supervise compliance and inte
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ANNUAL REPORT OF THE AUDIT COMMITTE
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