Consolidated Financial Statements and Consolidated Management ...
Consolidated Financial Statements and Consolidated Management ... 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. 28 ANNUAL CORPORATE GOVERNANCE REPORT
Does the Appointments Committee notify the appointment Does the Appointments Committee notify the removal Is the appointment approved by a plenary session of the Board Is the removal of the Secretary approved by the Board YES YES YES YES Is the Secretary of the Board responsible for specifically monitoring the recommendations on good governance YES Comments As laid down by Article 19.3 of the Board Regulations, the Secretary shall ensure the legal and material formality of all the Board’s actions and ensure that its procedures and rules of governance are duly respected. B.1.35. State, if applicable, the mechanisms established by the Company to preserve the independence of the auditor, the financial analysts, the investment banks and the ratings agencies. Through the Audit and Control Committee, the Board of Directors has established a stable professional relationship with the company’s external auditor of accounts and strictly respects their independence. In this regard Article 25 b) expressly sets forth among the competence of the Board that of establishing suitable relationships with the auditors of accounts in order to receive information on any matters which could place their independence at risk and submit these to the Committee for examination, and any other matters concerning the process of account auditing and any other communications laid down in account auditing legislation and technical auditing standards. In any event, it shall receive written confirmation on an annual basis from the auditors of accounts or auditing firms of their independence from the company or from any entities related to them, either directly or indirectly, as well as information on any additional service of any kind whatsoever provided to such entities by the aforementioned auditors of accounts or by persons related to them in accordance with the provisions set forth in Act 19/1988 of 12 July on the Auditing of Accounts. Likewise, the Audit and Control Committee shall issue a report on an annual basis expressing an opinion on the independence of the auditors of accounts or auditing firms, prior to the date the audit report is issued. Such report must, in any event, mention the provision of the additional services referred to in the preceding paragraph. In addition, the Audit and Control Committee also safeguards the independence and efficiency of the internal auditing unit and proposes the recruitment, reappointment and removal of the person in charge of the internal auditing service. It is also in charge of proposing a budget for the Internal Auditing Department and receiving periodic reports on its activities, along with verifying that senior management take into account the conclusions and recommendations of its reports. B.1.36. State whether during the year the Company has changed its external auditor. If so, please identify the incoming and outgoing auditors: NO Outgoing auditor Incoming auditor In the event that there were disagreements with the outgoing auditor, explain the content of the disputes: NO B.1.37. State whether the audit firm carries out other work for the company and/or its group other than audit work and if so, state the total fees paid for such work and the percentage this represents of the fees billed to the company and/or its business group. YES Company Group Total Amount from other work other than audit work (thousands of euros) 661 102 763 Amount for work other than audit work / Total amount invoiced by the audit firm (%) 71.430 7.460 33.280 B.1.38. State whether the audit report of the financial statements for the previous year included qualifications or reservations. If so, state the reasons given by the Chairman of the Audit Committee to explain the content and scope of these qualifications or reservations. NO B.1.39. State the number of consecutive years that the current audit firm has carried out the audit of the financial statements of the company and/or its group. Furthermore, indicate how many years the current audit firm has been auditing the accounts as a percentage of the total number of years over which the annual accounts have been audited. Company Group Number of consecutive years 10 10 Number of years audited by the current audit firm / Number of years that the company has been audited (%) 41.7 41.7 ANNUAL CORPORATE GOVERNANCE REPORT 29
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Does the Appointments Committee notify the appointment<br />
Does the Appointments Committee notify the removal<br />
Is the appointment approved by a plenary session of the Board<br />
Is the removal of the Secretary approved by the Board<br />
YES<br />
YES<br />
YES<br />
YES<br />
Is the Secretary of the Board responsible for specifically monitoring the recommendations on good governance<br />
YES<br />
Comments<br />
As laid down by Article 19.3 of the Board Regulations, the Secretary shall ensure the legal <strong>and</strong> material formality of all the Board’s actions <strong>and</strong> ensure<br />
that its procedures <strong>and</strong> rules of governance are duly respected.<br />
B.1.35. State, if applicable, the mechanisms established by the Company to preserve the independence of the auditor, the financial analysts,<br />
the investment banks <strong>and</strong> the ratings agencies.<br />
Through the Audit <strong>and</strong> Control Committee, the Board of Directors has established a stable professional relationship with the company’s external<br />
auditor of accounts <strong>and</strong> strictly respects their independence. In this regard Article 25 b) expressly sets forth among the competence of the Board<br />
that of establishing suitable relationships with the auditors of accounts in order to receive information on any matters which could place their<br />
independence at risk <strong>and</strong> submit these to the Committee for examination, <strong>and</strong> any other matters concerning the process of account auditing <strong>and</strong> any<br />
other communications laid down in account auditing legislation <strong>and</strong> technical auditing st<strong>and</strong>ards. In any event, it shall receive written confirmation on<br />
an annual basis from the auditors of accounts or auditing firms of their independence from the company or from any entities related to them, either<br />
directly or indirectly, as well as information on any additional service of any kind whatsoever provided to such entities by the aforementioned auditors<br />
of accounts or by persons related to them in accordance with the provisions set forth in Act 19/1988 of 12 July on the Auditing of Accounts. Likewise,<br />
the Audit <strong>and</strong> Control Committee shall issue a report on an annual basis expressing an opinion on the independence of the auditors of accounts or<br />
auditing firms, prior to the date the audit report is issued. Such report must, in any event, mention the provision of the additional services referred to<br />
in the preceding paragraph.<br />
In addition, the Audit <strong>and</strong> Control Committee also safeguards the independence <strong>and</strong> efficiency of the internal auditing unit <strong>and</strong> proposes the<br />
recruitment, reappointment <strong>and</strong> removal of the person in charge of the internal auditing service. It is also in charge of proposing a budget for the<br />
Internal Auditing Department <strong>and</strong> receiving periodic reports on its activities, along with verifying that senior management take into account the<br />
conclusions <strong>and</strong> recommendations of its reports.<br />
B.1.36. State whether during the year the Company has changed its external auditor. If so, please identify the incoming <strong>and</strong> outgoing auditors:<br />
NO<br />
Outgoing auditor<br />
Incoming auditor<br />
In the event that there were disagreements with the outgoing auditor, explain the content of the disputes:<br />
NO<br />
B.1.37. State whether the audit firm carries out other work for the company <strong>and</strong>/or its group other than audit work <strong>and</strong> if so, state the total<br />
fees paid for such work <strong>and</strong> the percentage this represents of the fees billed to the company <strong>and</strong>/or its business group.<br />
YES<br />
Company Group Total<br />
Amount from other work other than audit work (thous<strong>and</strong>s of euros) 661 102 763<br />
Amount for work other than audit work / Total amount invoiced by the<br />
audit firm (%)<br />
71.430 7.460 33.280<br />
B.1.38. State whether the audit report of the financial statements for the previous year included qualifications or reservations. If so, state<br />
the reasons given by the Chairman of the Audit Committee to explain the content <strong>and</strong> scope of these qualifications or reservations.<br />
NO<br />
B.1.39. State the number of consecutive years that the current audit firm has carried out the audit of the financial statements of the company<br />
<strong>and</strong>/or its group. Furthermore, indicate how many years the current audit firm has been auditing the accounts as a percentage of the total<br />
number of years over which the annual accounts have been audited.<br />
Company<br />
Group<br />
Number of consecutive years 10 10<br />
Number of years audited by the current audit firm / Number of years that the company has been audited (%) 41.7 41.7<br />
ANNUAL CORPORATE GOVERNANCE REPORT 29
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