Consolidated Financial Statements and Consolidated Management ...

SECTION B.2.1.:
As at 31 December 2011, the Executive Committee remained inactive as it had not held any meetings during 2011. Without prejudice to the above, the
Board of Directors resolved to reactivate the Executive Committee at its meeting held on 18 January 2012 and appointed to it the following new members:
Chairman: Mr Mariano Pérez Claver
Members: Grupo Inversor Hesperia, S.A. (represented by José Antonio Castro Sousa)
Mr Juan Llopart Pérez
Mr Iñaki Arratíbel Olaziregi
Mr Carlos González Fernández
Mr Giles Pélisson
The Executive Committee also has a Secretary and Deputy Secretary, who are the Board’s Secretary, Mr José María Mas Millet, and Deputy Secretary, Mr
Leopoldo González Echenique Castellanos de Ubao.
SECTION C.2.:
In relation to the lease agreements between the significant shareholder PONTEGADEA INVERSIONES, S.L. and various companies of the NH HOTELES,
S.A. group, it should be noted that these agreements have actually been signed by the company PONTEGADEA INMOBILIARIA, S.L., a company that is
100% owned (indirectly) by PONTEGADEA INVERSIONES, S.L.
The transactions set out in Section C.2, which were supposedly carried out between some NH Hoteles group companies and Corporación Financiera Caja
Madrid, were actually effectuated with Bankia. Though Bankia is not a direct shareholder of NH Hoteles, it is an indirect shareholder because it fully owns
the company Corporación Financiera Caja Madrid, which holds a 4.544% stake in NH Hoteles.
SECTION C.3.:
The loans between HOTELES PARTICIPADOS, S.L. and the company NH FINANCE, S.A. mentioned in the table contained in this section were actually
entered into by different companies which form part of the HOTELES PARTICIPADOS, S.L. group.
It should likewise be pointed out that two transactions have been joined together in a single mention due to technical reasons. Both these transactions were
effectuated by Hoteles Participados, S.L. and NH Hoteles, S.A., namely a credit policy, 4,989,000 euros of which had been drawn down as at 31/12/2011,
and a loan amounting to 2,576,000 euros.
SECTION F.25.:
It is systematic practice in the company and is part of its internal procedures, that when new directors are selected, they are given informative and refresher
sessions with the different management structures to provide them with information about internal aspects of the Company to help them to perform their
duties better as directors of NH Hoteles, S.A.
You may include any other information, clarification or table in this section, related to the previous sections of the report, which may be relevant but not repetitive.
Specifically, please indicate whether the company is subject to legislation other than Spanish in relation to corporate governance and, as applicable,
include the information that must be provided and that is different to the information required by this report.
Binding definition of independent director:
Indicate whether any of the independent directors have or have had any relationship with the company, its significant shareholders or executives, which,
if it had been sufficiently significant or important, would have meant that the director could not be considered independent pursuant to the definition set
out in part 5 of the Unified Code of Governance:
Sign and date:
This annual corporate governance report has been approved by the company’s Board of Directors in its session of 28/03/2012
Indicate whether any directors voted against or abstained in relation to the approval of this report.
NO
NO
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ANNUAL CORPORATE GOVERNANCE REPORT