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Investee company Registered address of investee company Main activity of the Investee Company Parent company's % stake in investee company % of voting rights controlled by parent company Net book value at parent company € Thousand Assets Liabilities Equity (Profit) Loss for the year Palatium Amstelodamum, N.V. Amsterdam Hotel Business 100% 100% 6,634 8,734 (2,100) (7,204) 570 NH Parque de la 93, S.A. Bogotá Hotel Business 100% 100% 21,382 23,028 (1,647) (22,041) 660 Polis Corporation, S.A. Buenos Aires Hotel Business 95% 95% 7,733 9,341 (1,200) (7,350) (790) Resco Sotogrande, S.L. Spain Real Estate 100% 100% 2,164 5,678 3,415 3,759 (1,496) Restaurant D'Vijff Vlieghen, B.V. Amsterdam Catering 100% 100% 2,252 2,686 (434) (2,045) (208) Servicios Chartwell de Nuevo Laredo, S.A. de C.V. (*) Nuevo Laredo Hotel Business 100% 100% (1) (1) - 28 (28) Servicios Corporativos Chartwell Monterrey, S.A. de C.V. (*) Monterrey Hotel Business 100% 100% (43) 58 (101) 58 (15) Servicios Corporativos Hoteleros, S.A. de C.V. (*) Mexico City Hotel Business 100% 100% 808 1,154 (345) (543) (265) Servicios Corporativos Krystal Zona Rosa, S.A. de C.V. (*) Mexico City Hotel Business 100% 100% (44) 462 (505) (9) 53 Servicios de Operación Turística, S.A. de C.V. (*) Guadalajara Hotel Business 100% 100% - - - - - Servicios Hoteleros Tlalnepantla, S.A. de C.V. (*) Mexico City Hotel Business 100% 100% - - - 6 (6) Sotogrande, S.A. (*) Cadiz Real Estate 97% 97% 194,697 234,376 (33,703) (209,800) 9,126 Stadskasteel Oudaen, B.V. Utrecht Without activity 100% 100% (1,067) (1,067) - 1,067 - Goude Hooft, B.V. The Hague Without activity 100% 100% (1,076) (1,076) - 1,076 - Toralo, S.A. (*) Uruguay Hotel Business 100% 100% 6,803 8,026 (1,223) (6,469) (334) Varallo comercial, S.A. Santo Domingo Hotel Business 14% 14% (4) 622.83 (652,47) (1,31) 30,95 VSOP VIII, B.V. (**) Groningen Hotel Business 50% 50% 1,706 8,310 (4,894) (2,761) (651) (*) Companies audited by Deloitte (**) Companies audited by PriceWaterhouseCoopers ANNEX II: ASSOCIATED COMPANIES Investee company Registered address of investee company Main activity of the Investee Company Parent company's % stake in investee company % of voting rights controlled by parent company Net book value at parent company € Thousand Investee Company Details Assets Liabilities Equity (Profit) Loss for the year Capredo Investments, GmbH (*) Switzerland Holding 50% 50% 16,643 45,547 (363) (46,201) 1,017 Consorcio Grupo Hotelero T2, S.A. de C.V. Mexico City Hotel Business 10% 10% 493 22,614 (17,681) (4,578) (356) Fonfir 1, S.L. Madrid Real Estate 50% 50% 1,503 203 (3) (59) (141) Harrington Hall Hotel, Ltd. London Hotel Business 25% 25% 1,259 56,340 (63,927) 10,677 (3,089) Inmobiliaria 3 Poniente, S.A. de C.V. Mexico Hotel Business 27% 27% 1,844 8,940 (2,134) (6,285) (521) Kensington Hotel Value Added I, Ltd London Hotel Business 30% 30% 3,248 5,546 - 7,224 (12,771) Mil Novecientos Doce, S.A. de C.V. Mexico Hotel Business 25% 25% 2,024 13,441 (5,343) (7,910) (188) Palacio de la Merced, S.A. Burgos Hotel Business 25% 25% 1,533 15,576 (9,470) (6,041) (66) Sotocaribe, S.L. Madrid Holding 36% 36% 62,353 79,916 84,231 164,147 (872) Varallo Comercial, S.A. Dominican Republic Hotel Business 14% 14% 4 623 (652) (1) 31 (*) Companies audited by Deloitte ANNEX III: JOINT VENTURES The data on the three real-estate companies with registered addresses in San Roque, Cadiz which are consolidated with the Parent Company using the proportional consolidation method are presented below. At 31 December <strong>2012</strong>, the Parent Company’s percentage interest in investee companies and the percentage of voting rights controlled by the Parent Company amounted to 50%, as shown below: € Thousand Investee company Net book value at parent company Assets Liabilities Equity (Profit) Loss for the year Los Alcornoques de Sotogrande, S.L. 934 8,085 (8,937) (2,454) 3,306 Residencial Marlin, S.L. 23,406 55,581 (8,495) (56,479) 9,393 Borokay Beach, S.L. 4,245 15,711 (7,221) (8,810) 321 120 REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
ANNUAL REPORT OF THE AUDIT COMMITTE 1) Functions, competencies and functioning of the Audit Committee The Audit and Control Committee’s primary function is to provide the Board of Directors with support in its oversight and control functions, the most important of which consist of ensuring that generally accepted accounting standards are correctly applied and the integrity of the internal control systems used to draw up the individual and consolidated Annual Accounts is maintained. On 31 March 2004, the Board of Directors approved the Board of Directors Regulations which developed the Audit and Control Committee’s framework, the way it is run and its composition. One of the most significant changes has been caused by the entry into force of the following legislation: Law 12/2010 of 30 June, amending Law 19/1988 of 12 July, on the Auditing of Accounts, Law 24/1988 of 28 July on the Securities Market and the consolidated text of the Law on Limited Companies, approved by Royal Legislative Decree 1564/1989 of 22 December, for its adaptation to EU regulations, by virtue of which the Audit Committee has been given a specific legal framework regarding its functioning and powers, with the bylaw provisions and content of the Board Regulations on this matter having been appropriately modified for the purposes of adaptation to the aforementioned legal text. Consequently, both the text of the Articles of Association, as well as the regulations contained in the Board Regulations govern all matters concerning the composition, competencies and functioning of the Audit Committee, which can essentially be summarised as follows: a) Composition The Audit and Control Committee shall comprise at least three and at most five Directors appointed by the Board of Directors. All the members of said Committee must be external or non-executive Directors. The Audit and Control Committee’s members, and particularly its Chairman, shall be appointed on the basis of their knowledge and experience in accounting, auditing or risk management. The Chairman of the Audit and Control Committee shall be an independent director and shall be appointed from among the directors who hold neither management nor executive responsibilities in the organisation nor maintain a contractual relationship other than the office to which they have been appointed. The Chairman shall be appointed from among the Committee’s members who are non-executive directors. The chairman shall be replaced every four years and may be re-elected one year after standing down from office. b) Competencies Notwithstanding any other tasks it may be entrusted with by the Board of Directors, the Audit and Control Committee’s primary function consists of providing support to the Board of Directors in its oversight functions and, more specifically, it holds at least the following competencies: 1. By means of its Chairman, to report, within the sphere of its competence, on any issues raised by shareholders at the General Shareholders’ Meeting. 2. Supervising the effectiveness of the company’s internal control, internal auditing, where applicable, and risk-management systems, as well as discussing any significant weaknesses in the internal control system, identified during audits, with auditors or audit companies. 3. To supervise the process of preparing and the integrity of financial reporting relating to the Company and, should it be the case, to the Group, reviewing compliance with regulations, correct scope of consolidation and the proper application of accounting standards. 4. To propose to the Board of Directors the appointment of the Auditor of Accounts for submission to the General Shareholders’ Meeting, as well as, where appropriate, the conditions under which the Auditor’s services are engaged, the scope of their professional mandate and the revocation or renewal of their appointment. 5. Establishing suitable relationships with auditors or audit firms in order to receive information regarding any issues that may endanger their independence, so that these can be examined by the committee, as well as any other matters related with the process of conducting accounts auditing, as well as any other communications stipulated in the accounts auditing legislation and audit regulations. In any event, it shall receive written confirmation on an annual basis from the auditors of accounts or auditing firms of their independence from the Company or from any entities related to it either directly or indirectly, as well as information on any additional service of any kind whatsoever provided to such entities by the aforementioned auditors of accounts or by persons related to them in accordance with the provisions set forth in Act 19/1988 of 12 July on the Auditing of Accounts. 6. Issuing, once a year and prior to the release of the accounts auditing report, a report expressing an opinion regarding the independence of the auditors or audit firms. This report must, in all cases, make a statement regarding the provision of any services additional to those mentioned in the previous section. 7. To safeguard the independence and efficiency of the internal auditing area; to propose the recruitment, appointment, reappointment and removal of the person in charge of internal auditing; to propose said service’s budget; to receive periodic information about its activities; and to verify that senior management is aware of the conclusions and recommendations made in internal audit reports. 8. To set and oversee a mechanism that allows employees to report in confidence and, if appropriate, anonymously, any irregularities that could be potentially important, especially any financial and accounting irregularities they may notice within the company, and specifically those related to the Code of Conduct. 9. To supervise compliance and internal codes of conduct, as well as the rules of corporate governance. 10. To inform the Board about all matters connected with related-party transactions, which shall be construed as they are defined by the prevailing Capital Companies Act. 11. To inform the Board about the creation or acquisition of any equity investments in special purpose vehicles and companies registered in tax havens, as well as about any other transactions or operations of a similar nature which, due to their complexity, might negatively affect the group’s transparency. 12. To exercise any other competencies said Committee has been assigned by virtue of these Regulations or by the Board of Directors. c) Functioning The Audit and Control Committee shall meet at least once a quarter and as many times as may be necessary after being called by its Chairman at his/her own initiative or upon the request of two of its members or of the Board of Directors. The Audit and Control Committee may require any of the Company’s employees or executives to attend its meetings, in addition to the Company’s Auditor of Accounts. 2) Composition of the Audit Committee The composition of the Audit and Control Committee fulfils the regulations laid down by the Board Regulations of NH Hoteles, S.A.,.which faithfully reflects the Recommendations of the Unified Code of Good Governance. ANNUAL REPORT OF THE AUDIT COMMITTE 121
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ANNUAL REPORT 2012 CONSOLIDATED FIN
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ANNUAL REPORT 2012 CONSOLIDATED FIN
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8. TANGIBLE FIXED ASSETS 80 9. REAL
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INDEPENDENT AUDITORS’ REPORT ON C
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The consolidation of the Spanish ho
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Benelux is different, given that it
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OVERVIEW OF NH RISK POLICY NH’s o
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EVOLUTION NH HOTELES - IBEX DECEMBE
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ANNUAL CORPORATE GOVERNANCE REPORT
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In the event of any modification or
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Total number of executive directors
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Name or trade name of director Trad
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B.1.13 Indicate, on an aggregate ba
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The proposals to appoint directors
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) When they are removed from the ex
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B.1.30 State the number of meetings
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MR JOSÉ ANTONIO CASTRO SOUSA HOTEL
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EXECUTIVE OR DELEGATE COMMITTEE Nam
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) Competencies The primary function
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C - RELATED-PARTY TRANSACTIONS C.1
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Mechanisms for resolving possible c
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Description of functions The Audit
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The documents in which such delegat
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II.4. Ratification and renewal of t
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a) The transformation of listed com
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See sections: B.1.2, B.1.27 and B.2
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When the Board adopts significant o
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45. Supervision of compliance with
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G - OTHER USEFUL INFORMATION If you
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1.2 Existence of the following elem
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In order to ensure the reliability
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CONSOLIDATED BALANCE SHEETS AT 31 D
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CONSOLIDATED STATEMENTS OF CHANGES
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REPORT ON THE CONSOLIDATED FINANCIA
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Page 119: Investee company Registered address
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