Consolidated Financial Statements and Consolidated Management ...

- Propose the remuneration scheme for directors to the Board of Directors and periodically review it to ensure it is suitable for the functions performed
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.
- Prepare and maintain a register of the positions of directors and senior managers of the Company, and perform any other functions that may be
assigned to this Committee in these regulations.
Committee name
EXECUTIVE OR DELEGATE COMMITTEE
Short description
General decision-making capacity and, consequently, with express delegation of all the powers corresponding to the Board of Directors, except those that
cannot be delegated by law or the Company’s bylaws. The Board of Directors may also entrust the Executive Committee with additional responsibilities.
Committee name
AUDIT COMMITTEE
Short description
Its essential function shall be to provide support to the Board of Directors regarding its oversight functions. In order to do so, it has been vested with all the
powers granted in accordance with prevailing legislation (especially the recently approved Act 12/2010 of 30 June amending the Auditing of Accounts Act
and actions in the fiscal, labour-related and liberalising spheres to promote investment and job creation) as well as the Bylaws and the Board of Directors
Regulations on matters having to do with auditing and control.
B.2.5. Indicate, as applicable, the existence of the regulations governing the committees attached to the Board, where they are available
for consultation and any amendments that have been made to them during the year. Also state whether an annual report on the activities
of each committee has been voluntarily drafted.
Committee name
APPOINTMENTS AND REMUNERATION COMMITTEE
Short description
The Regulations of the Board of Directors include a detailed list of all the rules relating to the composition, organisation and competencies of the
Appointments and Remuneration Committee (Article 26 of the Regulations).
The aforementioned regulations are permanently available on the website of NH Hoteles, S.A.
On 24 May 2011, the Board of Directors resolved to partially amend the wording of the Regulations in order to adapt it to the latest legislative amendments.
However, such amendments have not affected either the operation of the Committee or its composition.
Reports on the activities performed by both the Audit and Control Committee and the Appointments and Remuneration Committee have been approved
on an annual basis.
Committee name
EXECUTIVE OR DELEGATE COMMITTEE
Short description
The regulations governing the composition, function and competencies assigned to the Executive Committee are expressly set forth in Articles 23 and 24
of the Board Regulations, which can be consulted at any time on the NH Hoteles, S.A. website under the Shareholder Information section.
The amendments made to the Board Regulations do not affect the regulations governing the composition or function of the Executive Committee.
Committee name
AUDIT COMMITTEE
Short description
Article 25 of the Board of Directors Regulations governs the composition, functioning and competencies assigned to the Audit and Control Committee.
Such Article was amended by the Board of Directors on 24 May 2011 in order to adapt it to the provisions set forth inAct 12/2010 of 30 of June amending
the Auditing of Accounts Act and actions in the fiscal, labour-related and liberalising spheres to promote investment and job creation, as well as the
Securities Market Act, among other legal provisions.
The aforementioned Regulations have been posted on the NH Hoteles website, www.nh-hotels.com, under the Shareholder Information section.
It should additionally be noted that reports on the activities performed by the Audit and Control Committee have been approved on an annual basis.
B.2.6 State whether the composition of the executive committee reflects the participation on the Board of different categories of directors:
NO
If not, explain the composition of its executive committee
Although the Executive Committee was inactive throughout 2011 (no meetings have been held since 2009), the Board resolved to reactivate the
Board of Directors’ Executive Committee at its meeting held on 18 January 2012 and appointed the following directors as its new members:
Chairman: Mr Mariano Pérez Claver
Members: Grupo Inversor Hesperia, S.A. represented by José Antonio Castro Sousa)
Mr Juan Llopart Pérez
Mr Iñaki Arratíbel Olaziregi
Mr Carlos González Fernández
Mr Giles Pélisson
The Committee is therefore comprised of one executive director, three proprietary directors and two independent directors.
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ANNUAL CORPORATE GOVERNANCE REPORT