Consolidated Financial Statements and Consolidated Management ...

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B.2.3. Give a description of the rules governing the organisation and functioning, as well as the responsibilities of each committee attached to the Board. Committee name APPOINTMENTS AND REMUNERATION COMMITTEE Brief description a) Composition The Appointments and Remuneration Committee shall comprise a minimum of three and a maximum of five directors. All members of the Committee shall be non-executive directors and the majority of its members must be independent directors. The Chairman of the Appointments and Remuneration Committee must be an independent director and be appointed by the Committee itself from among its members. b) Competencies The Appointments and Remuneration Committee shall have the following duties, notwithstanding any other tasks that may be assigned to it by the Board of Directors: - Report on proposals to appoint and dismiss directors and senior managers of the Company and its subsidiaries. In the case of vacancies arising on the Board of Directors, the Appointments and Remuneration Committee shall ensure that the selection procedure does not suffer from any implicit bias that may hamper the selection of female directors and that women that fulfil the professional profile sought are included among the potential candidates. - Approve the remuneration scales applied to senior managers of the Company. - Approve the standard contracts applied to senior managers. - Determine the remuneration scheme applied to the Chairman and, as applicable, the Chief Executive Director. - Examine or organise, as considered most appropriate, the Chairman’s and the chief executive’s succession, and if necessary bring proposals before the Board so that such successions are effected in an orderly well-planned fashion. - Propose the remuneration scheme applied to members of the Board of Directors and periodically review them to ensure they are suitable for the tasks carried out by them, in accordance with Article 35 of these regulations. - Report on incentive plans. - Carry out an annual review of the remuneration policy applied to directors and senior managers. - Report on the proposals to appoint members of the Executive Committee and the other committees attached to the Board of Directors. - Draw up and keep a record of the situation of the company’s directors and senior executives; and - Exercise any other competencies assigned to the Committee in these Regulations. The Board of Directors shall be informed of all the tasks carried out by the Appointments and Remuneration Committee during its first meeting, and in all events the corresponding documentation shall be made available to the Board so that it can take these actions into consideration when performing its duties. c) Operation The Appointments and Remuneration Committee shall meet as often as considered necessary by its Chairman, or when requested by two of its members or the Board of Directors. Committee name EXECUTIVE OR DELEGATE COMMITTEE Brief description a) Composition The Executive Committee shall comprise the Chairman of the Board and at least three but no more than nine directors, appointed by the Board of Directors. In terms of the qualitative composition of the Executive Committee, the Board shall ensure that the different types of director represented will be similar to that of the main Board and its secretary will be the secretary of the Board. In all events, the valid appointment or re-election of members of the Executive Committee shall require the favourable vote of at least two thirds of the members of the Board of Directors. b) Functioning The Executive Committee shall meet whenever called by its Chairman. Whoever holds the offices of Chairman and Secretary of the Board of Directors shall act as the Chairman and Secretary of the Executive Committee, and one or several Deputy Chairmen and a Deputy Secretary may be appointed. The Executive Committee shall reach quorum when a half plus one of its members are either present or duly represented by proxy. Resolutions shall be passed by a majority of the directors at the meeting (in person or by proxy), with the Chairman holding the casting vote in the event of a tie c) Relationship with the Board of Directors The Executive Committee shall notify the Board of the matters discussed and the decisions made at its meetings. This Committee is currently inactive, pending a meeting to decide its new composition. 32 ANNUAL CORPORATE GOVERNANCE REPORT
Committee name AUDIT COMMITTEE Short description The Audit and Control Committee shall comprise a minimum of three and a maximum of five directors, appointed by the Board of Directors. All members of the Committee must be external or non-executive directors. The members the Audit and Control Committee, and particularly its Chairman, shall be appointed after taking into account their knowledge and experience in accounting or auditing matters, or both. The Audit and Control Committee’s Chairman shall be an independent director and appointed from among its non-executive director members. The Chairman must be replaced every four years and may be re-elected to such office four years after his/her removal from office. b) Competencies The primary function of the Audit and Control Committee, notwithstanding any other task that the Board of Directors may assign it, shall be to support the Board in its supervisory duties, specifically: Its competencies shall include at least the following: 1. Report to the General Meeting on any matters broached within the sphere of its competence. 2. Oversee the efficacy of the company’s internal controls, its internal auditing, as appropriate, and its risk management, as well as to discuss with the auditors of accounts and auditing firms any significant weaknesses detected in the internal control system during the course of an audit. 3. Oversee the process of drawing up and submitting mandatory financial reporting. 4. Propose the appointment of the auditors of accounts or auditing firm, in accordance with legislation applicable to the company, to the company’s governing body so that it may be brought before the General Shareholders’ Meeting or other of the company’s equivalent bodies, depending on its legal nature. 5. Establish suitable relationships with the auditors of accounts or auditing firms 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 auditing accounts. 6. Issue a report on an annual basis, which expresses an opinion on the independence of the auditors of accounts or accounting firm, 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. 7. 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 8. Set and oversee a mechanism that allows employees to confidentially and, if deemed appropriate, anonymously report any breaches of the Code of Conduct. 9. Supervise compliance and internal codes of conduct, as well as the rules of corporate governance 10. Inform the Board about all matters connected with related-party transactions, which shall be construed as they are defined by the Revised Text of the Capital Companies Act. 11. Inform the Board about the creation or acquisition of any equity investments in special purpose vehicles and companies registered in tax havens, as well as about any other transactions or operations of a similar nature which, due to their complexity, might negatively affect the group’s transparency; and 12. Exercise any other competencies such Committee has been assigned by these Regulations or which may be assigned by the Board of Directors. c) Organisation The Audit and Control Committee shall meet at least once every quarter and as often as considered necessary by its Chairman, or when requested by two of its members or the Board of Directors. The Audit and Control Committee may summon any employee or manager of the Company, and also the Company’s accounts auditor, to attend its meetings. Through its Chairman, the Audit and Control Committee shall report to the Board about its activities and the work it has carried out at the meetings arranged for such purpose, or immediately after them, whenever the Chairman of the Audit and Control Committee should deem it necessary. The minutes of its meetings shall be placed at the disposal of any member of the Board who may request them. B.2.4. State the powers that each committee has to advise, consult and, as applicable, to delegate: Committee name APPOINTMENTS AND REMUNERATION COMMITTEE Short description - Report on proposals to appoint and dismiss directors and senior managers of the Company and its subsidiaries. In the case of vacancies arising on the Board of Directors, the Appointments and Remuneration Committee shall ensure that the selection procedure does not suffer from any implicit bias that may hamper the selection of female directors and that women that fulfil the professional profile sought are included among the potential candidates. - Approve the standard contracts for senior managers; determine the remuneration scheme of the Chairman and, as applicable, the Chief Executive Director. - Examine or organise, as considered most appropriate, the Chairman’s and the chief executive’s succession, and if necessary bring proposals before the Board so that such successions are effected in an orderly well-planned fashion. ANNUAL CORPORATE GOVERNANCE REPORT 33
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
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Page 31: Explain the rules Article 14.2.e) o
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
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Page 45 and 46: ) The following decisions: i) The a
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Page 49 and 50: 41. The Annual Report shall include
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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
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Page 67 and 68: 2.1.2. Standards and interpretation
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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
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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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