Consolidated Financial Statements and Consolidated Management ...

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33. All directors clearly express their opposition when they believe that a proposal for a decision presented to the Board may not be in the Company’s interests. Particularly independent and other directors who are not affected by any potential conflict of interest should oppose decisions that may be detrimental to shareholders not represented on the Board. When the Board adopts significant or repeated decisions about which a director has serious reservations, the director draws the appropriate conclusions and, if they decide to resign, explains the reasons in the letter referred to in the following recommendation. This recommendation also applies to the secretary of the Board, even though they may not be a director. Complies 34. When, due to resignation or for other reasons, a director vacates their post before the end of their term, they explain the reasons in a letter sent to every member of the Board. And, notwithstanding the fact that this departure is reported as a significant event, the reason for the departure is reported in the Annual Corporate Governance Report. See section: B.1.5 Complies 35. The remuneration policy approved by the Board specifies at least the following issues: a) Amount and breakdown, as applicable, of fixed components of the expenses for participation on the Board and its Committees and an estimate of the annual fixed remuneration from which they originate; b) Variable remuneration concepts, including specifically: i) The types of directors to which they apply, as well as an explanation of the relevant percentage of variable remuneration concepts compared to fixed. ii) Performance valuation criteria on which entitlement to share-based remuneration is based, including share options or any variable component; iii) Main parameters and basis of any annual bonus system or other non-cash benefits; and iv) An estimate of the sum total of variable payments arising from the proposed remuneration plan, based on the degree of fulfilment of the reference premises or targets. c) Main characteristics of the benefits systems (for example, supplementary pensions, life insurance and similar benefits), with an estimate of their amount and equivalent annual cost. d) Conditions that must apply to the contracts of those who hold senior management positions as well as executive directors, which should include: i) Duration; ii) Notice periods; and iii) Any other clauses relating to employment bonuses as well as indemnities or ”golden parachute” agreements for early cancellation or termination of the contractual relationship between the company and the executive director. See section: B.1.15 Complies 36. Remuneration paid by way of the award of shares in the company or in group companies, share options or share-based instruments, variable remuneration linked to the performance of the company and pension and similar systems shall be limited to executive directors. This recommendation will not include the provision of shares when it is conditional upon directors to hold them until their departure as a director. See sections: A.3 and B.1.3 Complies 37. The remuneration of external directors shall be established as necessary to compensate them for the time, skills and responsibilities required by the office. However, it shall not be so high as to compromise their independence. Complies 38. Remuneration linked to the results of the company shall take into consideration any possible qualifications in the auditor’s report that might reduce such results. Complies 39. In the case of variable remuneration, payment policies incorporate the technical safeguards required to ensure that such remuneration is in line with professional performance of the beneficiaries and is not simply derived from the general evolution of the markets or the business sector of the company or from other similar circumstances. Complies 40. The Board submits a report on the remuneration policy of the directors as a separate item on the agenda, for consultation purposes, to be voted on by the General Shareholders’ Meeting. This report is made available to shareholders, either separately or in any other format that the company deems appropriate. The report will especially focus on the remuneration policy approved by the Board for the current year as well as, if applicable, estimates for future years. It will deal with all issues referred to in Recommendation 35, except for those cases that may involve the disclosure of sensitive commercial information. It will emphasise the most significant changes in these policies compared to those applied during the previous year. It will also include an overall summary of how the remuneration policy was applied the previous year. The Board also reports on the role of the Remuneration Committee in drafting the remuneration policy, and if external advice has been used, the identity of the external consultants used is stated. See section: B.1.16 Complies 48 ANNUAL CORPORATE GOVERNANCE REPORT
41. The Annual Report shall include details of the individual remuneration earned by the directors during the year, as well as: a) The breakdown of the remuneration of each director, which will include as applicable: i) Attendance expenses or other fixed remuneration as a director; ii) Any additional remuneration as chairman or as a member of another committee of the Board; iii) Any remuneration in the form of profit-sharing or bonuses and the reason why they have been granted; iv) Contributions made on behalf of the direct to defined contribution pension plans; or the increase in the consolidated rights of the director in relation to contributions to defined benefit schemes; v) Any compensation agreed or paid in the event of termination of duties; vi) Remuneration received as a director of other companies in the group; vii) Remuneration for carrying out senior management duties by executive directors; viii) Any other remuneration other than the above, whatever its nature or the group company that pays it, particularly when it is considered a related party transaction or if omission distorts the true perception of the total remuneration received by the director. b) The individualised breakdown of any share awards to directors, stock options or any other share-based instrument, detailing the following: i) Number of shares or options granted for the year, and their exercise conditions; ii) Number of options exercised during the year, indicating the number of shares affected and the exercise price; iii) Number of options unexercised at the end of the year, indicating their price, date and other exercise conditions; iv) Any changes made during the year to the exercise conditions of options already granted. c) Information about the relationship during the previous year between the remuneration received by executive directors and the results or other performance indicators of the company. Partially complies The annual report reflects the majority of the information referred to in sections a) and b), but not the information described in section c). 42. When there is a Delegate or Executive Committee (hereafter “Executive Committee”), the participation structure of the different types of directors is similar to that of the main Board and its secretary is the Secretary of the Board. See sections: B.2.1 and B.2.6 Partially complies As at 31/12/2011, the Executive Committee remained inactive, as it had not held a meeting since 2009. However, the Board of Directors resolved to reactivate the Committee on 18/01/2012. The participation of different kinds of directors is similar to that of the Board and its Secretary and Chairman are the Board Chairman and Secretary, thereby complying with this Recommendation. 43. The Board shall at all times be informed of the issues considered and the decisions adopted by the Executive Committee, and all of the members of the Board shall receive a copy of the minutes to meetings of theExecutive Committee. Complies 44. Apart from the Audit Committee required by the Securities Market Act, the Board of Directors should set up an Appointments and Remuneration Committee or two separate committees. The rules regarding the composition and functioning of the Audit Committee and the committee(s) for appointments and remuneration appear in the Regulations of the Board of Directors and include the following: a) The Board appoints the members of these committees taking into account the knowledge, skills and experience of the directors and the tasks of each committee; it discusses their proposals and reports, and receives, during the first plenary session following their meetings, the report on their activities and the work carried out; b) These committees are exclusively formed of external directors, comprising at least three members. The foregoing does not exclude the attendance of executive directors or senior managers when the members of the committee expressly agree. c) The chairmen are independent directors. d) They have access to external advice when they deem it necessary to perform their duties. e) Minutes should be drafted on each meeting, a copy of which should be sent to all Board members. See sections: B.2.1 and B.2.3 Complies 45. Supervision of compliance with the internal codes of conduct and the rules on corporate governance is the responsibility of the Audit Committee, the Appointments Committee, or if separate, the committees for compliance or corporate governance. Complies 46. Members of the Audit Committee, particularly its chairman, are appointed on the basis of their knowledge and experience in accountancy, audit or risk management. Complies ANNUAL CORPORATE GOVERNANCE REPORT 49
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
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Page 43 and 44: E.10. State and explain the policie
Page 45 and 46: ) The following decisions: i) The a
Page 47: 23. All directors must be able to e
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
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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
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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
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26.3. Personnel expenses The compos
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26.6. Financial expenses and change
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Secondary segments - Geographic The
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Holder Investee Company Activity Nu
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31. INFORMATION ON ENVIRONMENTAL PO
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ANNEX I: SUBSIDIARIES The data on t
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Investee Company Registered address
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REPORT ON THE CONSOLIDATED FINANCIA
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9) To supervise compliance and inte
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ANNUAL REPORT OF THE AUDIT COMMITTE
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