Consolidated Financial Statements and Consolidated Management ...

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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 52 ANNUAL CORPORATE GOVERNANCE REPORT
Mr Roberto Cibeira Moreiras - Annual remuneration as a Board member: 37,800 euros - Total: 37,800 euros Mr Carlos González Fernández (since his appointment on 29/06/2011) - Annual remuneration as a Board member. 19,262.46 euros - Attendance allowance, Audit and Control Committee: 9,246.30 euros - Total: 28,508.76 euros Grupo Inversor Hesperia, S.A. (GIHSA) - Annual remuneration as a Board member: 37,800 euros - Total: 37,800 euros Hoteles Participados, S.L. - Annual remuneration as a Board member: 37,800 euros - Attendance allowance, Audit Committee: 12,141.60 euros - Total: 49,941.60 euros Mr Francisco Javier Illa Ruiz - Annual remuneration as a Board member: 37,800 euros - Attendance allowance, Appointments and Remuneration Committee: 14,794.08 euros - Total: 52,594.08 euros Ms Nuria Iturriagagoitia Ripoll - Annual remuneration as a Board member: 37,800 euros - Attendance allowance, Appointments and Remuneration Committee: 14,794.08 euros - Total: 52,594.08 euros Mr Juan Llopart Pérez - Annual remuneration as a Board member: 37,800 euros - Attendance allowance, Audit Committee: 18,492.60 euros - Total: 56,292.60 euros Mr Miguel Rodríguez Domínguez: - Annual remuneration as a Board member: 37,800 euros - Total: 37,800 euros SOCIEDAD DE PROMOCIÓN Y PARTICIPACIÓN EMPRESARIAL CAJA MADRID - Annual remuneration as a Board member: 37,800 euros - Attendance allowance, Appointments and Remuneration Committee: 2,428.32 euros - Total: 40,228.32 euros EXECUTIVE DIRECTOR HOLDING OFFICE AT SOME POINT IN 2011, WHO NO LONGER HELD OFFICE ON 31/12/2011 Mr Gabriele Burgio (left the company on 28/02/2011) - Annual remuneration as a Board member: 6,110.14 euros - Total: 6,110.14 euros NON-EXECUTIVE DIRECTORS HOLDING OFFICE AT SOME POINT IN 2011, WHO NO LONGER HELD OFFICE ON 31/12/2011 Mr Juan Antonio Samaranch Salisachs (tendered his resignation on 19/06/2011) - Annual remuneration as a Board member: 18,641.10 euros - Total: 18,641.10 euros Mr Antonio Viana Baptista (tendered his resignation on 17/07/2011) - Annual remuneration as a Board member: 21,540.82 euros Attendance allowance, Audit Committee: 9,246.30 euros - Total: 30,787.12 euros Mr José de Nadal Capará (his office expired on 19/06/2011 as he was not reappointed) - Annual remuneration as a Board member: 18,641.10 euros - Attendance allowance, Appointments and Remuneration Committee: 9,246.30 euros - Total: 27,887.40 The compensation and remuneration of the post-contractual no-competition agreement received by Mr Gabriele Burgio, which amounted to 6,566 thousand euros for all items, are included in the total amount received in 2011 by executive directors set out in Section B.1.11. He effectively left the group on 28 February 2011. SECTION B.1.12.: As regards the aggregate remuneration due to members of senior management during 2011, only their fixed remuneration has been reflected. SECTION B.1.38.: Due to the refinancing process, the Company is confident of having the refinancing process. Concluded before the maximum date established legally for the emission of the Auditor’s Report. SECTION B.1.40.: In relation to the shareholdings of Grupo Inversor Hesperia, S.A. in the share capital of companies with the same, similar or complementary activity type as NH Hoteles, S.A., it should be noted that the activity carried out by these companies consists of owning hotels that are operated by NH Hoteles, S.A. In relation to the reference made to the shareholding of Sociedad de Promoción y Participación Empresarial Caja Madrid, S.A. (SPPE) in the company Inversora de Hoteles Vacacionales, S.A., it should be expressly noted that in fact it is the company Estrategia Inversiones Empresariales, SCR de Régimen Simplificado, S.A., a company of the Caja Madrid group that is 100% owned by SPPE, which owns 25% of the aforementioned company. ANNUAL CORPORATE GOVERNANCE REPORT 53
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 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: 53. The Board of Directors shall se
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
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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
Page 115 and 116:
9) To supervise compliance and inte
Page 117:
ANNUAL REPORT OF THE AUDIT COMMITTE
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