Download Complete PDF - Informe Anual 2012
Download Complete PDF - Informe Anual 2012
Download Complete PDF - Informe Anual 2012
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
In <strong>2012</strong> there was one change in the make-up of the Audit Committee, brought about by the resignation tendered by D.Juan Llopart, having designated D.Manuel<br />
Galarda Pont as his replacement in representation of Participaciones y Cartera de Inversion S.L.<br />
After this change, the composition of the Audit Committee is as follows:<br />
Chairman:<br />
Mr Carlos González Fernández<br />
Members:<br />
Mr Iñaki Arratíbel Olaziregi<br />
Mr Ignacio Ezquiaga Domínguez (acting on behalf of Hoteles Participados, S.L.)<br />
Mr Manuel Galarza Pont (acting on behalf of Participaciones y Carrtera de Inversion S.L.)<br />
3) Relationships with External Auditors<br />
The parent company of Grupo NH Hoteles has been audited by well-renowned companies since 1986. Between 1986 and 1992 it was audited by Peat Marwick, and<br />
by Arthur Andersen between 1993 and 2001. It has been audited by Deloitte since 2002.<br />
The Consolidated Annual Accounts for financial year <strong>2012</strong> were audited by five independent firms.<br />
Deloitte is the principal auditor and, as such, issues an auditing opinion on the consolidated annual accounts. It verified the accounts of the companies which form<br />
part of the Spain (except Portugal), Italy, Germany, The Netherlands/Belgium, Austria, Switzerland, Mexico. MERCOSUR and Sotogrande Business Units, which<br />
account for 96,5 % of consolidated assets and 98,6 % of turnover.<br />
Deloitte was appointed as the Group’s principal auditor for a one-year period at the General Shareholders’ Meeting of NH Hoteles held on 29 June <strong>2012</strong> and the<br />
auditors of the different Business Units mentioned above were appointed at their respective General Shareholders’ Meetings held over the course of the first half of<br />
<strong>2012</strong>. This firm has been the Group’s principal auditor since 2002, though changes occurred regarding the partner responsibility for the audit in 2003, 2005 and 2007.<br />
The total fees received by the firm for its professional auditing services for financial year <strong>2012</strong> amounted to 1,40 million euros (1,46 million euros in 2011).<br />
PriceWaterhouseCoopers was appointed as auditor of the Dutch, Belgian and Swiss companies in 1998, of the Austrian companies in 2004 and of a Luxembourg<br />
company in 2009, having been replaced in this role by Deloitte in 2011.<br />
The companies in Portugal are audited by Batista, Costa y Asociados; the US companies are audited by McGladrey & Pullen, LLP and the Hungarian company by<br />
Ernst & Young. The total fees for the auditing services provided in financial year <strong>2012</strong> by all these auditing firms amounted to 0.04 million euros (0.04 million euros<br />
in 2011).<br />
The Audit Committee has received information about such issues as may have endangered the independence of the auditors and, after carefully reviewing this<br />
information, has issued a report expressing its opinion regarding their independence and the provision of services in addition to those of auditing.<br />
4) Contents and Results of the Audit Committee’s Work<br />
The Audit Committee held twelve meetings in <strong>2012</strong>, which covered the following matters:<br />
a) Analysis and assessment, along with the external auditors, of the Financial Statements and the Annual Reports for 2011 and <strong>2012</strong>, ensuring that the auditing<br />
opinion was issued under conditions of absolute independence.<br />
b) Review of the information relating to any issues that may endanger the independence of the auditors. Issuance of the report on the independence of the<br />
auditors.<br />
c) Review of periodic financial reporting prior to its analysis and approval by the Board of Directors in order to ensure said reporting is reliable, transparent and<br />
drawn up using uniform accounting standards and principles.<br />
d) Monitoring of the Internal Audit Plan for <strong>2012</strong>, including an examination of its conclusions and the implementation, as appropriate, of the necessary corrective<br />
measures.<br />
e) Review and updating of the Group’s Risk Map. Analysis and assessment of the specific risks related to the Financial information issuing.<br />
f) Examination of the Annual Corporate Governance Report prior to its submission to the Board of Directors for analysis and approval, placing special emphasis<br />
on analysing how the situations of Directors and Executives had been recorded.<br />
g) Analysis of related-party transactions in order to verify that they had been performed under market conditions, as has been the case.<br />
h) Monitoring the most significant projects carried out by the internal auditing team. Audits Performance in Italy and Resorts. SCIIF development and<br />
implementation. Continuous audit evolution analysis.<br />
5) Priorities for 2013<br />
This Committee’s priorities for this year, apart from those related to drawing up and issuing public financial reporting, are focused on:<br />
1. Continuation of the project to implement the System of Internal Control over Financial Reporting. Periodical review of the implementation performed (Corporate<br />
and Spain/ Portugal Business Unit)<br />
2. Development and Implementation of the Continuous Auditing Project:<br />
- Obtaining, preparing and analysing the main operational / financial indicators (KPI/KRI).<br />
- Use of the mentioned indicators for the selection of risk areas. Internal control system implementation based on sending the KPI to the different profit<br />
centres.<br />
- New Audit working papers implementation, following these steps:<br />
a. Previous analysis of risk areas.<br />
b. Remote audit process. Risk control through KPI.<br />
c. Face audit. Substantive test performance in the hotels.<br />
3. Analysis and review of the operational and administrative risk map with regard to hotels:<br />
- Review and improvement of the controls implemented at present.<br />
- Design of new controls, implementation in IT tools.<br />
4. Follow up of the incidences detected in the audits performed in previous months. Compliance of the action plans issued by the departments and Business<br />
Units.<br />
5. Analysis and evaluation of all the processes related to IT systems related to the Front area of the company (Booking, Production, Invoicing). Controls and<br />
procedures development.<br />
To conclude this report, it should be highlighted that this Committee has had access to external experts (auditors, appraisers or consultants) and members of the<br />
economic and financial management teams whenever it has deemed it necessary in order to carry out the aforementioned work.<br />
Madrid, 27th of March, 2013<br />
122 ANNUAL REPORT OF THE AUDIT COMMITTE