Consolidated Financial Statements and Consolidated Management ...

More documents

Recommendations

Info

E.7. Give details of attendance at the general shareholders’ meetings held during the year to which this report refers: Attendance details Date of General Meeting % in person % by proxy Electronic vote % distance voting Others Total 29/06/2011 25.950 51.600 3.490 0.000 81.040 E.8. Briefly outline the resolutions adopted in the general meetings held during the year to which this report refers and the percentage of votes with which each resolution was adopted. Ordinary General Meeting of 29 June 2011 1: Examination and approval of the Financial Statements and Management Report of the company and of its consolidated group corresponding to the financial year ended at 31 December 2010. Proposal for the distribution of profits and approval of the Board of Directors’ management. Percentage of votes in attendance which approved the resolution: 99.99% 2: Ratification, appointment and removal of directors. 2.1 To ratify and appoint Mr Mariano Pérez Claver as a member of the Board of Directors for a period of three years as an executive director. Percentage of votes in attendance which approved the resolution: 97.07% 2.2. To appoint the trading company “Grupo Financiero de Intermediación y Estudios, S.A.” as a member of the Board of Directors for a period of 3 years as a proprietary director. Percentage of votes in attendance which approved the resolution: 96.96% 2.3. Through a resolution of the Board of Directors adopted today, to ratify the appointment by co-option, made at the proposal of the Appointments and Remuneration Committee, of Mr Carlos González Fernández as an independent director to cover the vacancy which came about as a result of the resignation tendered by Mr José Antonio Samaranch Salisachs on 13 June. Percentage of votes in attendance which approved the resolution: 100% 2.4. Subject to the condition precedent consisting of the disbursement of the increase of capital referred to for informative purposes in item VIII.2 of the Agenda, to increase the number of members of the Board of Directors from the current fifteen to seventeen members and to appoint the following as proprietary directors of the company for the statutory three-year period: o HNA Capital Holding Co. Ltd. o HNA Group Co. Ltd. Percentage of votes in attendance which approved the resolution: 97.40% 3: Amendment of the Bylaws 3.1. Amendment of articles Percentage of votes in attendance which approved the resolution: 99.99% 3.2. Addition of articles Percentage of votes in attendance which approved the resolution: 99.99% 4: Amendment of the General Meeting Regulations Percentage of votes in attendance which approved the resolution: 99.99% 5: Appointment of Auditor of Accounts Percentage of votes in attendance which approved the resolution: 99.95% 6: Setting remuneration for the Board and its Committees Percentage of votes in attendance which approved the resolution: 99.99% 7: Powers of attorney Percentage of votes in attendance which approved the resolution: 99.99% 8: Matters brought before the General Meeting on an informative or consultative basis 8.1. Information on the amendment of Board Regulations 8.2. Report to the General Shareholders’ Meeting of the resolution adopted by the Board on the increase of share capital and placing at the disposal of shareholders the reports issued by the directors and the auditor of accounts on said resolution to capital increase. 8.3. Submission of Report 116 b of the Securities Market Act 8.4. Consultative vote on the director remuneration report. Percentage of votes in attendance which approved the resolution: 98.06% E.9. State whether there are any statutory restrictions that establish the minimum number of shares required to attend the General Shareholder’s Meeting. NO Number of shares required to attend the General Meeting 42 ANNUAL CORPORATE GOVERNANCE REPORT
E.10. State and explain the policies followed by the company in relation to delegating votes in the General Shareholders’ Meeting. Voting on the proposals for items included in the agenda of any kind of General Meeting may be delegated to proxy holders or exercised by shareholders by post, electronic means or any other means of remote communication, provided the identity of the subject exercising his/her right to vote can be guaranteed. Any shareholders who cast their votes by remote means shall be counted as being in attendance for the purpose of quorum. All shareholders entitled to attend the General Shareholders’ Meeting may be represented by proxy by another party, even if said party is not a shareholder. Proxy must be conferred under the terms and with the scope established in the Spanish Public Limited Companies Act, in writing and granted for each specific meeting.This restriction shall not apply when the proxy is the spouse, ascendant or descendent of the represented party, or when the proxy has a general power of attorney granted in a public document to administer all the assets that the represented shareholder owns in Spanish territory. Proxies may also be granted through any remote means of communication which duly guarantee the identities of the person represented by proxy and of the proxy holder which the Board of Directors or the company may, as appropriate, establish. A proxy granted by such means shall be admitted where the electronic document through which it is granted includes the recognised electronic signature of the party thus represented, or any other kind of signature which can guarantee the authenticity and identity of the shareholder granting the proxy and which furthermore fulfils the requirements set forth in any legal provisions that may be in force at the time. The documents in which such delegations or proxies for the General Meeting appear shall reflect voting instructions. If no such express voting instructions appear, it shall be construed that the proxy holder shall vote in favour of the proposals put forward by the Board of Directors for resolutions on the items included in the agenda. Should there be no such voting instructions because the General Meeting is to take a vote on resolutions which did not appear on the agenda and therefore unknown on the date the proxy was granted, the proxy holder may cast the vote in the way he/she deems most suitable, taking into account the company’s interests. The same shall apply to any corresponding proposal or proposals brought before the Meeting which were not drawn up by the Board of Directors. Should the proxy or delegation document fail to indicate the specific person to whom the shareholder wishes to grant proxy, it shall be construed to have been granted to the Chairman of the company’s Board of Directors or to the person he/she may designate, or to whoever may replace him/her as Chairman of the General Meeting. The Chairman of the General Shareholders’ Meeting, its Secretary or those designated by them shall be construed to have been empowered to determine the validity of any proxies granted and the fulfilment of the requirements to attend the Meeting. Proxies may be revoked at any time. The personal attendance of a shareholder represented by proxy at the Meeting shall revoke the proxy. Shareholders that are natural persons without the full capacity to act, and shareholders that are legal entities, shall be represented by parties legally accredited to represent them. In all circumstances, both for cases of voluntary proxy and for legal proxy, no more than one proxy may be present at the Meeting. The Chairman of the General Shareholders’ Meeting or, through delegation, the Secretary thereof shall resolve any doubts which may arise concerning the validity and efficacy of documents from which any shareholders’ right to attend General Meetings on an individual basis or through the pooling of their shares with other shareholders are derived, as well as any regarding delegating or granting proxies to another person. They shall solely deem as invalid and ineffective those documents which fail to meet essential minimum legal or statutory requirements, as long as such defects have not been corrected. In the event of public proxy requests, the provisions set forth in Article 186 of the Revised Text of the Capital Companies Act and, as appropriate, Article 514 of such legal text shall apply. In particular, the document on which the power of attorney appears shall contain or have attached the agenda, along with instructions to exercise the right to vote and an indication of how the proxy holder must cast the vote should there be no precise instructions. In such cases, the director or person obtaining the proxy may not exercise the right to vote corresponding to the shares thus represented by proxy on any items on the agenda regarding which they may have a conflict of interest and, in any event, with respect to any resolutions on (i) his/her appointment or ratification, dismissal, suspension or removal from office as a director; (ii) the bringing of derivative actions against him/her; (iii) the approval or ratification of the company’s transactions with the director in question, with the companies controlled by him/her or which he/she may represent or with any people acting on his/her behalf. Foreseeing the possibility of conflicts, the proxy may be granted to another person on a subsidiary basis. E.11. Indicate whether the company is aware of the policy of institutional investors regarding participate, or not, in the company’s decisions: E.12. State the address and method of accessing corporate governance content on your website. NO All information of interest to shareholders, including the Corporate Governance Reports approved annually, are available at all times on the NH Hoteles, S.A. website www.nh-hotels.com under the section entitled “Shareholder Information”. F. DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE RECOMMENDATIONS Indicate the Company’s degree of compliance with the recommendations of the Unified Code of Good Governance. In cases of non-compliance, explain the recommendations, rules, practices and criteria applied by the company. 1. The Bylaws of listed companies should not limit the maximum number of votes that a single shareholder may cast, nor contain other restrictions that stand in the way of a company take-over through the acquisition of its shares in the market. See sections: A.9, B.1.22, B.1.23 and E.1, E.2 Complies ANNUAL CORPORATE GOVERNANCE REPORT 43
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
Page 25 and 26: For the purposes of this definition
Page 27 and 28: State and explain, as applicable, w
Page 29 and 30: Does the Appointments Committee not
Page 31 and 32: Explain the rules Article 14.2.e) o
Page 33 and 34: Committee name AUDIT COMMITTEE Shor
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
Page 41: In any event, the website shall con
Page 45 and 46: ) The following decisions: i) The a
Page 47 and 48: 23. All directors must be able to e
Page 49 and 50: 41. The Annual Report shall include
Page 51 and 52: 53. The Board of Directors shall se
Page 53 and 54: Mr Roberto Cibeira Moreiras - Annua
Page 55 and 56: APENDIX TO THE 2011 ANNUAL CORPORAT
Page 57 and 58: - to keep records of transactions r
Page 59 and 60: - Supervision of internal control a
Page 61 and 62: *Translation of consolidated financ
Page 63 and 64: CONSOLIDATED STATEMENTS OF CHANGES
Page 65 and 66: REPORT ON THE CONSOLIDATED FINANCIA
Page 67 and 68: 2.1.2. Standards and interpretation
Page 69 and 70: 2.5.2. Associate companies (See Ann
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
Page 79 and 80: • The most significant addition i
Page 81 and 82: NH Hoteles Group’s policy on inte
Page 83 and 84: The analysis of the aging of financ
Page 85 and 86: 15.5. Treasury shares At year-end,
Page 87 and 88: Additionally, two loans for a joint
Page 89 and 90: The details of the sensitivity anal
Page 91 and 92: Onerous agreements The NH Hoteles G
Page 93 and 94:
Additionally, NH Hoteles España, S
Page 95 and 96:
Negative tax bases At 31 December 2
Page 97 and 98:
- Article 9 of the Articles of Asso
Page 99 and 100:
26.3. Personnel expenses The compos
Page 101 and 102:
26.6. Financial expenses and change
Page 103 and 104:
Secondary segments - Geographic The
Page 105 and 106:
Holder Investee Company Activity Nu
Page 107 and 108:
31. INFORMATION ON ENVIRONMENTAL PO
Page 109 and 110:
ANNEX I: SUBSIDIARIES The data on t
Page 111 and 112:
Investee Company Registered address
Page 113 and 114:
REPORT ON THE CONSOLIDATED FINANCIA
Page 115 and 116:
9) To supervise compliance and inte
Page 117:
ANNUAL REPORT OF THE AUDIT COMMITTE
show all

Consolidated Financial Statements and Consolidated Management ...

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?