Consolidated Financial Statements and Consolidated Management ...

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