Consolidated Financial Statements and Consolidated Management ...

G. OTHER USEFUL INFORMATION
If you consider that there is any relevant principle or aspect relating to the corporate governance practices applied by your company that has not been
included in this report, please comment and explain their content below.
SECTION A.3.:
The information contained in table A.3 sets out exclusively the number of voting rights held directly by private individuals and legal entities that have
the status of members of the Board of Directors. This number does not include the voting rights held by legal entities that have requested and assigned
proprietary directors.
SECTION A.5.:
All relations of a commercial, contractual or corporate nature made between significant shareholders and the Company and/or its group have been
described in section C.2 and C.3 (in so far as the significant shareholders are also Company directors. These relations have not been included in section
A.5 since these transactions are considered to arise from the ordinary course of the Company’s business.
SECTION B.1.2.:
The table reflects the composition of the Board of Directors of NH Hoteles, S.A. at 31 December 2011. It should be mentioned that the Board of
Directors accepted the resignation tendered by Caja de Ahorros de Valencia, Castellón y Alicante (Bancaja) on 18 January 2012 and that it appointed
Corporación Financiera Caja Madrid to replace it. The change was due to the internal restructuring of the conglomerate of entities comprising Grupo
Financiero de Ahorros. In addition, Mr Gilles Pélisson was appointed as a new independent director at the Board meeting mentioned above held on
18 January 2012.
Furthermore, it should be pointed out that, at the General Meeting held on 29 June 2011, Grupo Financiero de Intermediación y Estudios, S.A. was
appointed as a new proprietary director. Such company has yet to accept its appointment. Thus, in accordance with the provisions set forth in Article 214.3
of Royal Legislative Decree 1/2010 of 2 July approving the Revised Text of the Capital Companies Act, its appointment has yet to take effect.
SECTION B.1.3.:
With regard to the proprietary directors Mr Juan Llopart Pérez, Caja de Ahorros de Valencia, Castellón y Alicante (Bancaja) and Sociedad de Promoción y
Participación Caja Madrid, S.A., it should be noted that though it has been indicated in this section that they were appointed by the indirect shareholder
Banco Financiero y de Ahorros, they were actually appointed by the significant (direct) shareholders Sociedad de Promoción y Participación Caja Madrid,
S.A. and Corporación Financiera Caja de Madrid, S.A., entities which belong to Grupo Caja Madrid. However, given that the system only allows one
significant shareholder to be indicated, the decision has been taken to include the indirect shareholder and parent company of the aforementioned
shareholders, the company Banco Financiero de Ahorros.
SECTION: B.1.11.:
In accordance with Article 42 of the bylaws of NH HOTELES, S.A., directors’ remuneration shall consist of an annual fixed concept as well as expenses for
attending the meetings of the Board of Directors and its delegate and advisory committees, and the amounts of this remuneration shall be determined
by the General Shareholders’ Meeting.
Additionally and independent of the remuneration described in the above paragraph, share-based remuneration systems, or those involving assigning
shares or stock options, may be put in place for directors. Implementation of these remuneration systems must be agreed by the General Shareholders’
Meeting, which shall determine the value of the shares that are taken as a reference, the number of options, the exercise price of the stock options, the
duration of this remuneration system and any other conditions deemed appropriate. Likewise, similar remuneration systems may be established for other
company personnel, directors or otherwise, provided they comply with the law.
In addition to the remuneration referred to in the above two paragraphs, executive directors are entitled to receive additional remuneration for the
executive duties they perform beyond those contemplated in the post of director. In particular, this remuneration shall be comprise the following items:
(a) a fixed component, adapted to the services and responsibilities assumed; (b) a variable component, referenced to a company executive directorship
performance indicator; (c) an attendance component, comprising suitable insurance and benefits systems; and (d) indemnity in the event of dismissal or
any other type of termination of the legal relationship with the company that is not due to breaches attributable to the director. The determination of the
amount of the remuneration components referred to in this paragraph shall be based on market conditions and shall take into account the responsibility
and degree of commitment involved in the role assigned to each executive director.
Along with the Annual Corporate Governance Report, the Board shall draw up an Annual Director Remuneration Report, which shall include complete,
clear and comprehensible information on the company’s remuneration policy approved by the Board for the year in course, as well as for future years, as
appropriate. It shall also include an overall summary of the remuneration policy implemented during the year, as well as a breakdown of the individual
remuneration due to each of the directors. Such report will be disclosed and subject to a consultative vote as a separate point of the agenda at the General
Shareholders’ Meeting.
The amounts due on an individual basis to each director in 2011 for their fixed remuneration for belonging to the Board of Directors and the attendance
allowances for attending the different Committee meetings were as follows:
EXECUTIVE DIRECTOR HOLDING OFFICE AT 31/12/2011:
Mr Mariano Pérez Claver (appointed with effect as from 1/03/2011)
- Annual remuneration as a Board member: 31,689.86 euros
- Total: 31,689.86 euros.
NON-EXECUTIVE DIRECTORS HOLDING OFFICE AT 31/12/2011:
Mr Iñaki Arratíbel Olaziregi
- Annual remuneration as a Board member: 37,800 euros
- Attendance allowance, Audit Committee: 22,191.12 euros
- Total: 59,991.12 euros
Caja de Ahorros de Valencia, Castellón y Alicante (BANCAJA)
- Annual remuneration as a Board member: 37,800 euros
- Attendance allowance, Executive Committee: 0 euros
- Total: 37,800 euros
Ms Rosalba Casiraghi
- Annual remuneration as a Board member: 37,800 euros
- Total: 37,800 euros
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ANNUAL CORPORATE GOVERNANCE REPORT