Consolidated Financial Statements and Consolidated Management ...

More documents

Recommendations

Info

14. Each specific directorship is explained by the Board to the General Shareholders’ Meeting, which must make or ratify the appointment, and is confirmed or, as applicable, reviewed annually in the Annual Corporate Governance Report following verification by the Appointments Committee; and this report also explains the reasons why proprietary directors may have been appointed at the request of shareholders who hold less than 5% of the capital; and states the reasons for denying, as applicable, formal requests for representation on the Board from shareholders whose holding is equal to or above that of other shareholders at whose request proprietary directors have been appointed. See sections: B.1.3 and B.1 4 Complies 15. When the number of female directors is few or none, the Board explains the reasons and the initiatives adopted to correct this situation; and in particular, the Appointments Committee ensure that when new vacancies arise: a) The selection procedures do not suffer from any implicit bias that hampers the selection of female directors; b) The company deliberately seeks and includes women who match the professional profile sought among the potential candidates. See sections: B.1.2, B.1.27 and B.2.3 Complies 16. The chairman, as the person responsible for the efficient conduct of the Board, ensures that directors receive sufficient information in advance; promotes discussion and the active participation of directors during Board meetings, ensuring their freedom to make judgements and express opinions; and organises and coordinates with the chairmen of the relevant committees to periodically evaluate the Board as well as the Managing Director or the Chief Executive, as applicable. See section: B.1.42 Complies 17. When the chairman of the Board is also the chief executive officer of the company, one of the independent directors is to be empowered to call meetings of the Board or to include new items on the agenda; to coordinate and take note of the concerns of the external directors; and to direct the evaluation of the Chairman by the Board. See section: B.1.21 Complies 18. The Secretary of the Board in particular ensures that the actions of the Board: a) Comply with the conditions and the spirit of the laws and regulations, including those approved by regulatory entities; b) Comply with the company’s bylaws and with the regulations of the Shareholders’ Meeting, the Board of Directors and any other company regulations; c) Take into account the recommendations on good governance contained in this Unified Code that the company has accepted. And in order to safeguard the independence, impartiality and professionalism of the secretary, their appointment and removal is notified by the Appointments Committee and approved by a plenary session of the Board; and this appointment and removal procedure is part of the Regulations of the Board of Directors. See section: B.1.34 Complies 19. The Board is to meet as frequently as required to efficiently perform its functions, following the program of dates and matters established at the start of the year, and each director may propose other items not initially provided on the agenda. See section: B.1.29 Complies 20. Non-attendance by directors is to be reduced to inevitable cases and it is to be quantified in the Annual report on Corporate Governance. If appointing a proxy is unavoidable, such appointment is to be done with instructions. See sections: B.1.28 and B.1.30 Partially complies Although Article 22 of the Board Regulations states that directors shall personally attend Board meetings, and when they are unable to do so in exceptional circumstances shall attempt to grant a proxy in favour of another member of the Board, including the relevant instructions in so far as possible, such instructions are not always in writing any may also be issued verbally. 21. When directors or the secretary raise concerns about a proposal or, in the case of directors, about the performance of the company, and such concerns are not resolved by the Board, these concerns are recorded in the minutes at the request of the director raising them. Complies 22. Once a year, a plenary session of the Board evaluates: a) The quality and efficiency of the Board; b) The performance of the chairman of the Board and the Chief Executive of the company based on the report provided by the Appointments Committee; c) The performance of its committees based on the reports provided by them. See section: B.1.19 Complies 46 ANNUAL CORPORATE GOVERNANCE REPORT
23. All directors must be able to exercise their right to obtain the additional information they deem necessary regarding matters within the Board’s competence. And, unless established otherwise by the Bylaws or the Board regulations, they are to address their requests to the Chairman or the Secretary of the Board. See section: B.1.42 Complies 24. All directors have the right to obtain from the company the advice required to discharge their duties. The company facilitates the appropriate channels for exercising this right, which in special circumstances may involve external advice at the expense of the company. See section: B.1.41 Complies 25. Companies establish an orientation programme that provides new directors with a quick but sufficient understanding of the company and of its rules of corporate governance. And directors are also offered programmes to improve their knowledge when circumstances demand. Complies 26. Companies require directors to dedicate the time and effort required to discharge their duties effectively and, as a result: a) That directors notify the Appointments Committee of any other professional obligations that could interfere with the commitment required; b) That companies regulate the number of boards their directors may belong to. See sections: B.1.8, B.1.9 and B.1.17 Complies 27. Proposals on the appointment or re-election of directors submitted by the Board to the General Meeting of Shareholders, as well as their provisional appointment by co-optation, are to be passed by the Board: a) Upon a proposal by the Appointments Committee in the case of independent directors. b) Upon a prior report from the Appointments Committee in the case of other directors. See section: B.1.2 Complies 28. Companies publish and update the following information about their directors on their website: a) Professional profile and biography; b) Other boards they sit on, irrespective of whether these are listed companies; c) Indication of the type of director, stating in the case of proprietary directors, the shareholder that they represent or with which they have ties. d) Date of their first appointment as a director in the company as well as the date of subsequent re-appointments, and; e) Shares and share options held by the director. Complies 29. Independent directors do not hold their directorship for more than 12 consecutive years. See section: B.1.2 Complies 30. Proprietary directors present their resignation when the shareholder they represent sells its entire shareholding. And the number of proprietary directors is also reduced when the shareholders in question reduce their holdings to a level that requires fewer such directors. See sections: A.2, A.3 and B.1.2 Complies 31. The Board of Directors does not propose the removal of any independent director before the statutory period for which the director has been appointed concludes, unless the Board has just cause, based on a report by the Appointments Committee. In particular, just cause shall be understood to include the case of a director has failed to discharge the duties inherent in their position, or falls under any of the circumstances described in part five of chapter III of the definitions of this Code. The removal of independent directors may also be proposed as a result of mergers, takeovers or other similar corporate actions that change the structure of the company’s capital when said changes obey the criteria of proportionality indicated in Recommendation 12. See sections: B.1.2, B.1.5 and B.1.26 Complies 32. Companies establish rules that require directors to inform and, as applicable, resign when circumstances arise that could damage the company’s credibility and reputation, and in particular to notify the Board of any criminal proceedings in which they are involved, and the subsequent developments of any court action. If a director is indicted or tried for any of the offences set forth in Article 124 of the Spanish Public Limited Companies Act, the Board shall examine the case as soon as possible and, based on the specific circumstances, decide whether the director should continue in their post. The Board reports and explains all such occurrences in the Annual Corporate Governance Report. See sections: B.1.43 and B.1.44 Complies ANNUAL CORPORATE GOVERNANCE REPORT 47
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 and 42: In any event, the website shall con
Page 43 and 44: E.10. State and explain the policie
Page 45: ) The following decisions: i) The a
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 ...

Create successful ePaper yourself

Delete template?

Save as template?