Consolidated Financial Statements and Consolidated Management ...

C.4. Describe the relevant transactions carried out by the company with other companies belonging to the same group, provided they are
not eliminated in the process of drafting the consolidated financial statements and do not form part of the normal business of the Company
in relation to its purpose and conditions:
Trade name of group company HARRINGTON HALL HOTEL LIMITED
Amount (in thousand euros) 4394
Short description of the transaction LOAN
C.5. State whether any of the members of the Board of Directors have found themselves in a conflict of interest during the year, according
to Article 127 c of the Spanish Public Limited Companies Act (LSA).
NO
C.6. Describe the mechanisms established to detect, determine and resolve possible conflicts of interest between the Company and/or its
group, and their directors, managers or significant shareholders.
Article 32 of the Board Regulations sets forth the mechanisms to detect, determine and resolve any possible conflicts of interest between the company
and/or its group, and their directors, stating that directors shall perform their functions with absolute loyalty to the company’s corporate interests.
Directors must therefore comply with the following obligations and requirements:
a) Directors may not use the name of the Company nor cite their position as directors in order to carry out transactions on their own behalf or on behalf of
parties related to them.
b) Directors may not make investments or carry out transactions associated with the Company’s assets, of which they have knowledge through the
performance of their duties, for their own benefit or for the benefit of those related to them, when such transactions have been offered to the Company,
or in which the Company has an interest, except when the Company has rejected them without the involvement of the director.
c) Directors may not make use of the Company’s assets nor their position within the Company to their economic advantage unless an appropriate
consideration has been made.
If the benefit is received in their position as a shareholder, it shall only be deemed fair insofar as it respects the principle of the equal treatment of
shareholders.
d) Directors must notify the Board of Directors of any direct or indirect situation of conflict of interest arising with the Company. In the case of a conflict, the
affected director shall abstain from involvement in the transaction to which the conflict refers.
e) Directors shall abstain from voting on issues that affect matters in which they or those related to them have a direct or indirect interest.
f) No Director may directly or indirectly make professional or trade operations or transactions with the company or with any of its group companies, where
such transactions are beyond the scope of the company’s ordinary business or where they are not carried out under market conditions, unless the Board
of Directors is informed thereof in advance and approves the transaction, after having received a report from the Audit and Control Committee, with a
favourable vote of at least 80% of the Directors attending or represented by proxy at the meeting.
g) Directors shall likewise give notice of any direct or indirect interests they or the related parties referred to by Article 231 of the Revised Text of the
Capital Companies Act may hold in the capital of a company having the same, analogous or complementary kind of activity as that which constitutes
the company’s corporate purpose. They shall also notify the offices they may hold or the functions they may perform in such company
The persons referred to by Article 231 of the Revised Text of the Capital Companies Act shall be construed as related parties.
The situations of conflict of interest set out in the preceding paragraphs shall be reported in the Annual Report and in the annual Corporate Governance
Report.
Likewise, the NH Hoteles’ Internal Code of Conduct, which was approved by the Board of Directors on 24 May 2011, governs in detail the Conflict of
Interest Procedure which applies to Directors and members of senior management, among others, who must abstain from attending and intervening in
deliberations and voting on any matters in which they have a conflict of interest. The Secretary of NH Hoteles, S.A.’s Audit and Control Committee shall
draw up a Record of Conflicts of Interest affecting People Subject to Substantive Rules on Conflicts of Interest, which shall be constantly updated with
detailed information on each of the situations which may come about. The information contained in such Record shall be placed at the disposal of the Audit
and Control Committee. Such Committee has been entrusted with the function of safeguarding compliance with internal codes of conduct and corporate
governance, among other matters.
C.7. Is more than one company in the Group listed in Spain
Identify the subsidiary companies listed:
YES
Listed Subsidiary Company
SOTOGRANDE, S.A.
Indicate whether the respective areas of activity and the corresponding business relations between them have been publicly defined in detail, as well as
the areas and relations of the listed subsidiary company with the other companies in the Group:
YES
State any possible business relationships between the parent company and the listed subsidiary, and between the latter and other group companies
The relationships derived from the management contracts that exist between the companies.
State the mechanisms created for resolving any conflicts of interest between the listed subsidiary and the other companies in the Group:
Mechanisms for resolving possible conflicts of interest
The mechanisms for resolving possible conflicts of interest that may arise between NH Hoteles, S.A. and the listed company that forms part of its
group, Sotogrande, S.A., are defined by the Audit and Control Committees attached to the respective companies, which propose the corresponding
solutions that are approved, as appropriate, by the Board of Directors of each company.
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ANNUAL CORPORATE GOVERNANCE REPORT