Consolidated Financial Statements and Consolidated Management ...

B.1.27. In the event of few or no female directors, explain the reasons and initiatives taken to correct this situation.
Explanation of the reasons and initiatives
NH Hoteles, S.A. currently has two female directors who were appointed in 2009.
In all cases, the Appointments and Remuneration Committee has been expressly assigned the role of ensuring that the selection procedure does
not suffer from any implicit bias that hamper the selection of female directors, and that women that fulfil the professional profile sought are included
among potential candidates (Article 26.b of the Regulation).
In particular, Indicate whether the Appointments and Remuneration Committee has established procedures to ensure that the selection processes
do not suffer from any implicit bias that hamper the selection of female directors, and deliberately seeks candidates that match the profile required:
YES
State the main procedures
Article 26.b) of the Regulations expressly establishes that the Appointments and Remuneration Committee shall be responsible, among other
duties, for reporting on the proposals to appoint and dismiss directors and senior managers of the Company and of its subsidiaries. In the case of
vacancies on the Board of Directors, the Appointments and Remuneration Committee shall ensure that the selection procedure does not suffer
from any implicit bias that hampers the selection of female directors, and that women that fulfil the professional profile sought are included among
potential candidates.
B.1.28. State whether there are formal processes for delegating votes in the Board of Directors. If so, describe them here.
Article 22 of the Regulations of the Board of Directors states that directors must attend Board meetings in person. In exceptional cases when this is
not possible, they shall ensure that any proxy conferred on another member of the Board includes, as far as possible, the appropriate instructions. Said
delegations may be made in writing or by any other means that ensures the truth and validity of the appointment in the Chairman’s opinion.
B.1.29. State the number of meetings that the Board of Directors has held during the year. Also indicate, as applicable, the number of times
that the Board has met without its chairman attending:
Number of Board meetings 19
Number of Board meetings not attended by the Chairman 0
State the number of meetings that the various committees attached to the Board have held during the year:
Number of meetings of the Executive or Delegate Committee 0
Number of meetings of the Audit Committee 12
Number of meetings of the Appointments and Remuneration Committee 8
Number of meetings of the Appointments Committee 0
Number of meetings of the Remuneration Committee 0
B.1.30. State the number of meetings that the Board of Directors has held during the year without the attendance of all of its members. The
calculation of non-attendance includes proxies appointed without specific instructions:
Number of non-attendances by directors during the year 8
Non-attendances as a percentage of total votes during the year 7.300
B.1.31. State whether the individual and consolidated financial statements that are presented to the Board to be approved are certified
in advance:
NO
Identify, as applicable, the person(s) that have certified the Company’s individual and consolidated financial statements to be drafted by the Board:
B.1.32. Explain, if applicable, the mechanisms established by the Board of Directors to prevent the individual and consolidated financial
statements drafted by it from being submitted to the General Shareholder’s Meeting with qualifications in the audit report.
Article 41.2 of the Regulations of the Board establishes that the Board of Directors shall try to definitively prepare the financial statements so that there
are no auditor qualifications. Nevertheless, when the Board considers that its criteria should remain unchanged, it shall publicly explain the content
and scope of the discrepancies.
B.1.33 Is the Secretary of the Board also a director
NO
B.1.34. Explain the procedures for appointing and removing the Secretary of the Board, indicating if the appointment and removal have
been reported by the Appointments Committee and approved by a plenary session of the Board.
Appointment and removal procedure
In accordance with Article 19.4 of the Regulations of the Board, the appointment and removal of the Secretary shall be reported by the Appointments
Committee and approved by a plenary session of the Board.
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ANNUAL CORPORATE GOVERNANCE REPORT