Consolidated Financial Statements and Consolidated Management ...

More documents

Recommendations

Info

B.1.40. State the shareholdings held by members of the Board of Directors of the Company in the capital of entities engaged in the same, similar or complementary activity as the Company’s corporate purpose, both in relation to the Company and its group, insofar as these have been communicated to the Company. Also, state the positions held or functions exercised in these companies: Name or trade name of director Name of the investee company % shareholding Position or duties GRUPO INVERSOR HESPERIA, S.A. DESJUST, S.L. 100.000 SOLE DIRECTOR GRUPO INVERSOR HESPERIA, S.A. BRISTOL SERVICES, S.L. 100.000 SOLE DIRECTOR GRUPO INVERSOR HESPERIA, S.A. HOTELS HESPERIA ANDORRA, S.A. 99.990 NONE GRUPO INVERSOR HESPERIA, S.A. DESARROLLO TURISTICO ISLA BONITA, C.A. 100.000 NONE GRUPO INVERSOR HESPERIA, S.A. CORPORACIÓN HOTELERA HEMTEX, S.A. 100.000 NONE GRUPO INVERSOR HESPERIA, S.A. BONANOVA SQUACH GARDEN, S.A. 100.000 SOLE DIRECTOR GRUPO INVERSOR HESPERIA, S.A. HOTELES ALMERIA, S.A. 66.290 SOLE DIRECTOR GRUPO INVERSOR HESPERIA, S.A. INFOND, S.A. 89.520 SOLE DIRECTOR GRUPO INVERSOR HESPERIA, S.A. HOTEL COLIBRI, S.A. 100.000 SOLE DIRECTOR GRUPO INVERSOR HESPERIA, S.A. GERENCIAS Y SERVICIOS TURISTICOS, S.A. 85.490 SOLE DIRECTOR GRUPO INVERSOR HESPERIA, S.A. CORDOBATEL, S.A. 65.470 DIRECTOR GRUPO INVERSOR HESPERIA, S.A. HOTEL FONTORIA, S.A. 100.000 SOLE DIRECTOR GRUPO INVERSOR HESPERIA, S.A. HOTEL HESPERIA MADRID, S.L. 100.000 SOLE DIRECTOR GRUPO INVERSOR HESPERIA, S.A. PLAYA DEL OESTE, S.A. 58.280 DIRECTOR GRUPO INVERSOR HESPERIA, S.A. INVERSIONES HMR, C.A. 35.700 NONE GRUPO INVERSOR HESPERIA, S.A. HOTEL CONDE DE ARANDA, S.A. 100.000 SOLE DIRECTOR GRUPO INVERSOR HESPERIA, S.A. HOTELERA SAN JUST, S.A. 84.730 SOLE DIRECTOR GRUPO INVERSOR HESPERIA, S.A. HOTELERA METROPOL, S.A. 85.820 SOLE DIRECTOR GRUPO INVERSOR HESPERIA, S.A. HOTELERA DEL NOROESTE, S.A. 100.000 SOLE DIRECTOR GRUPO INVERSOR HESPERIA, S.A. HOTELERA DEL TORMES, S.A. 100.000 SOLE DIRECTOR GRUPO INVERSOR HESPERIA, S.A. HOTELERA PASEO DE GRACIA, S.A. 100.000 JOINT DIRECTOR GRUPO INVERSOR HESPERIA, S.A. HOTELERA DEL ESTE, S.A. 100.000 SOLE DIRECTOR GRUPO INVERSOR HESPERIA, S.A. HOTELERA SALVATIERRA, S.A. 100.000 SOLE DIRECTOR GRUPO INVERSOR HESPERIA, S.A. BERCUMA, S.L. 86.280 JOINT DIRECTOR MR FRANCISCO JAVIER ILLA RUIZ HOTEL COMTAT DE VIC, S.A. 23.500 NONE MR FRANCISCO JAVIER ILLA RUIZ HOTELES Y GESTIÓN, S.A. 1.086 NONE SOCIEDAD DE PROMOCIÓN Y PARTICIPACIÓN EMPRESARIAL CAJA MADRID INVERSORA DE HOTELES VACACIONALES, S.A. 25.000 NONE B.1.41. State whether there is a procedure by which directors may access external advice. If so, describe said procedure: YES Description of the procedure Article 28 of the Regulations of the Board of Directors expressly states that directors may request the use of legal, accounting or financial advisers, or other experts, paid for by the Company, to help them in the discharge of their duties. Such help must relate to specifically defined and complex problems that arise in the course of their work. The decision to employ such services must be communicated to the Chairman of the Company and implemented through the Secretary of the Board, unless the Board of Directors considers that such help is not necessary or appropriate. B.1.42. State whether there is a procedure by which directors may access the information required to prepare for the meetings of the administrative bodies with sufficient time. If so, describe said procedure: YES Description of the procedure Article 27 of the Regulations of the Board establishes the rights and duties of the members of the Board of Directors regarding receiving or providing information. The regulations state that all directors have the right and obligation to obtain any information that that they deem necessary or appropriate at any given time to correctly discharge their duties. To this end, the Board has been assigned the broadest possible powers to gain information about any aspect of the Company; to examine its books, registers and documents and any other information concerning its operations that may be necessary or appropriate for the diligent exercise of its duties. This right to information also extends to the different subsidiaries that comprise the consolidated group, and must always being exercised in good faith. B.1.43. State whether the company has established rules that require directors to report and, as applicable, resign in those cases where company’s credibility and reputation may be harmed. If so, describe said rules: YES 30 ANNUAL CORPORATE GOVERNANCE REPORT
Explain the rules Article 14.2.e) of the Regulations of the Board of Directors of NH Hoteles, S.A. expressly establishes that directors must present their resignation. When their permanence on the Board may affect the Company’s good standing or reputation in the market or jeopardise its interest in any other way whatsoever. It also establishes that in all events, those subject to any incapacity, disqualification, prohibition or conflict of interests set forth in current legislation may not be put forward as Board members. B.1.44. State whether any member of the Board of Directors has notified the Company that they have been prosecuted or issued with a summons for oral proceedings in relation to the offences indicated in Article 124 of the Spanish Public Limited Companies Act: NO State whether the Board of Directors has studied the case. If so, explain and give the reasons for the decision taken regarding whether the director continues or not in their position. NO Decision taken Explanation B.2. Committees attached to the Board of Directors B.2.1. List all the committees attached to the Board of Directors and their members: EXECUTIVE OR DELEGATE COMMITTEE Name Position Type CAJA DE AHORROS DE VALENCIA, CASTELLÓN Y ALICANTE (BANCAJA) MEMBER PROPRIETARY DIRECTOR SOCIEDAD DE PROMOCIÓN Y PARTICIPACIÓN EMPRESARIAL CAJA MADRID MEMBER PROPRIETARY DIRECTOR AUDIT COMMITTEE Name Position Type MR CARLOS GONZÁLEZ FERNÁNDEZ CHAIRMAN INDEPENDENT HOTELES PARTICIPADOS, S.L. MEMBER PROPRIETARY DIRECTOR MR IÑAKI ARRATÍBEL OLAZIREGI MEMBER PROPRIETARY DIRECTOR MR JUAN LLOPART PÉREZ MEMBER PROPRIETARY DIRECTOR APPOINTMENTS AND REMUNERATION COMMITTEE Name Position Type MS NURIA ITURRIAGAGOITIA RIPOLL CHAIRMAN INDEPENDENT MR FRANCISCO JAVIER ILLA RUIZ MEMBER PROPRIETARY DIRECTOR SOCIEDAD DE PROMOCIÓN Y PARTICIPACIÓN EMPRESARIAL CAJA MADRID MEMBER PROPRIETARY DIRECTOR B.2.2. Indicate whether the following duties correspond to the Audit Committee. Supervise the drafting process and integrity of the financial information relating to the Company and, as applicable, to the group, reviewing compliance with regulatory requirements, the appropriate scope of consolidation and the correct application of accounting criteria. Periodically review the internal control and risk management systems so that the main risks are identified, managed and made known. Safeguard the independence and efficiency of the internal auditing area; propose the recruitment, appointment, reappointment and removal of the person in charge of internal auditing; propose such service's budget; receive periodic reports on its activities; verify that senior management take into account the conclusions and recommendations of its reports Set and oversee a mechanism that allows employees to confidentially and, if deemed appropriate, anonymously report any irregularities that could be potentially important, especially financial and accounting irregularities they may detect within the company. Present to the Board of Directors proposals to select, appoint, re-elect and substitute the external auditor, as well as the conditions of its contract. Receive information about the audit plan and its results from the external auditor on a regular basis and verify that senior management takes its recommendations into account. Ensure the independence of the external auditor. In the case of groups, encourage the group auditor to take responsibility for the audits of the companies that comprise it. YES YES YES YES YES YES YES YES ANNUAL CORPORATE GOVERNANCE REPORT 31
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 and 22: B.1.7. Identify, as applicable, the
Page 23 and 24: Process for determining the remuner
Page 25 and 26: For the purposes of this definition
Page 27 and 28: State and explain, as applicable, w
Page 29: Does the Appointments Committee not
Page 33 and 34: Committee name AUDIT COMMITTEE Shor
Page 35 and 36: C. RELATED-PARTY TRANSACTIONS C.1.
Page 37 and 38: D. RISK CONTROL SYSTEMS D.1. Genera
Page 39 and 40: The Audit Department therefore cont
Page 41 and 42: In any event, the website shall con
Page 43 and 44: E.10. State and explain the policie
Page 45 and 46: ) The following decisions: i) The a
Page 47 and 48: 23. All directors must be able to e
Page 49 and 50: 41. The Annual Report shall include
Page 51 and 52: 53. The Board of Directors shall se
Page 53 and 54: Mr Roberto Cibeira Moreiras - Annua
Page 55 and 56: APENDIX TO THE 2011 ANNUAL CORPORAT
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
Page 69 and 70: 2.5.2. Associate companies (See Ann
Page 71 and 72: 4. VALUATION STANDARDS The main pri
Page 73 and 74: - Outstanding loans and accounts re
Page 75 and 76: Deferred tax liabilities for all ta
Page 77 and 78: A breakdown of the cash generating
Page 79 and 80: • The most significant addition i
Page 81 and 82:
NH Hoteles Group’s policy on inte
Page 83 and 84:
The analysis of the aging of financ
Page 85 and 86:
15.5. Treasury shares At year-end,
Page 87 and 88:
Additionally, two loans for a joint
Page 89 and 90:
The details of the sensitivity anal
Page 91 and 92:
Onerous agreements The NH Hoteles G
Page 93 and 94:
Additionally, NH Hoteles España, S
Page 95 and 96:
Negative tax bases At 31 December 2
Page 97 and 98:
- Article 9 of the Articles of Asso
Page 99 and 100:
26.3. Personnel expenses The compos
Page 101 and 102:
26.6. Financial expenses and change
Page 103 and 104:
Secondary segments - Geographic The
Page 105 and 106:
Holder Investee Company Activity Nu
Page 107 and 108:
31. INFORMATION ON ENVIRONMENTAL PO
Page 109 and 110:
ANNEX I: SUBSIDIARIES The data on t
Page 111 and 112:
Investee Company Registered address
Page 113 and 114:
REPORT ON THE CONSOLIDATED FINANCIA
Page 115 and 116:
9) To supervise compliance and inte
Page 117:
ANNUAL REPORT OF THE AUDIT COMMITTE
show all

Consolidated Financial Statements and Consolidated Management ...

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?