Consolidated Financial Statements and Consolidated Management ...

The Audit Department therefore continuously analyses the risk control systems and procedures, the organisation models and management variables in the
most relevant areas of the NH Group. The corresponding conclusions are passed on to the managers of the areas evaluated and to the senior management
of the group, including, as applicable, recommendations for specific actions to implement potential improvements.
It should likewise be pointed out that the Audit Department plays an active role in fraud prevention and control.
Legal Department
The General Secretariat is the competent body for evaluating and mitigating legal risks, as well as overseeing the legal compliance function.
Internal Code of Conduct
On 24 May 2011, the Board of Directors of NH Hoteles, S.A. approved the Internal Code of Conduct Regulations for NH Hoteles, S.A. and its Group of
Companies Listed on the Securities Market. Compliance is obligatory for all those it is aimed at and governs, among other matters, standards of conduct
regarding values, conflicts of interest, insider information and securities transactions. On that same date, the Board also approved a new Code of Conduct
which is obligatory for employees, senior management and directors. It is also binding on shareholders and suppliers regarding any matters that expressly
concern them. The Code of Conduct sets forth rules that reinforce the undertaking to implement the highest ethical standards of honesty, integrity and
respect in the performance of our activities, and goes beyond compliance with prevailing legislation. Among other matters, the Code includes procedures
for related-party transactions and conflicts of interest, as well as rules to deal with fraudulent practices.
Security Policy
All Company employees sign a security policy document that sets out the IT and electronic communications security policies of NH Hoteles. The
document aims to clearly and succinctly explain to all employees the security policy of NH Hoteles with regard to the use of IT resources, access to
facilities, software applications and the use of e-mail and internet in the workplace, in order to clearly define actions that are forbidden in relation to
the use of these work tools.
E. GENERAL SHAREHOLDERS’ MEETING
E.1. Indicate whether differences exist between the minimum quorum established in the Spanish Public Limited Companies Act (LSA) and the
quorum of the General Shareholder’s Meeting. If so, explain these differences.
NO
% quorum different from that set forth in
Article 102 of the LSA for general cases
% quorum different from that set forth in Article 103 of
the LSA for the specific cases of Art. 103
Quorum required for 1st call 0 0
Quorum required at second call 0 0
E.2. Indicate whether here are differences with the methods established in the LSA in relation to passing company resolutions. If so, explain
these differences.
Describe how it differs from the LSA.
E.3. List shareholder’s rights in relation to General Shareholder’s Meetings that differ from those established in the LSA.
Right to information:
NO
Article 9 of the Regulations of the Board states that from the date of publication of the notice of the General Shareholders’ Meeting, the Company
shall make available to shareholders the documents and information, required by law or the Company bylaws, relating to the different points included
on the agenda; it must also include the same on the Company’s website from the aforementioned date. Notwithstanding the above, shareholders may
also immediately and freely obtain said documents and information, under those situations and terms provided for under the law, from the Company’s
registered address, as well as requesting them to be sent or delivered free of charge.
In any event, the website shall contain the Bylaws, the General Meeting Regulations, the Board of Directors Regulations and, as appropriate, the Regulations
of the Board of Directors’ Committees, the Annual Report, the Internal Code of Conduct, Corporate Governance Reports, the announcements of ordinary
and extraordinary General Meetings, the proposals submitted to be voted, and the documents and information which must be placed at the disposal of
shareholders from the date of the announcement, according to prevailing legislation. It shall also contain information on General Meetings which have
been held, and in particular, on the composition of the General Meeting at the moment it was convened and the resolutions adopted, along with the
number of votes cast for and against; existing channels of communication with the company and the means and procedures to appoint proxies at General
Meetings; the means and procedures for remote voting, as well as relevant disclosures.
Such information may be subject to change at any time; in which case, the relevant amendments and clarifications shall be posted on the company’s website.
Additionally, an Electronic Shareholders’ Forum has been set up to facilitate shareholder communications prior to upcoming General Meetings, and to
serve as an instrument to post proposals to be added to the agenda, requests for support for such proposals, initiatives aimed at reaching a the percentage
needed to exercise minority rights or voluntary proxy solicitations.
Article 10 of the aforementioned regulations also includes everything relating to shareholders’ rights to information and states that from the moment the
notice of the General Shareholders’ Meeting is published, until seven day prior to the date of the first call, any shareholder may request the information or
clarifications they deem appropriate, in writing, from the Company’s Board of Directors, or may prepare, in writing, any questions they deem appropriate
regarding the matters included on the Meeting agenda published in the notice of the Meeting, or regarding the publicly available information that the
Company may have filed with the National Securities Market Commission since the immediately preceding General Shareholders’ Meeting was held.
The Board of Directors must provide in writing, until the day of the General Shareholders’ Meeting, the information or clarifications requested, and respond
to any questions, in writing. Responses to questions and requests for information shall be dealt with by any member of the Board of Directors expressly
authorised by the Board for this purpose, via the Secretary of the Board.
At the General Meeting, the Company’s shareholders may verbally request any information and clarifications they deem necessary about the issues
included in the agenda, and should it be impossible to fulfil the shareholder’s right at that moment, the directors shall be obliged to provide such
information in writing within seven days from the end of the Meeting.
ANNUAL CORPORATE GOVERNANCE REPORT 39