Download Complete PDF - Informe Anual 2012

Total number of independent directors 4
% of total Board 26.667
OTHER EXTERNAL DIRECTORS
State the reasons why they cannot be considered proprietary or independent directors, and their relationship with the company, its
directors or shareholders
Indicate the changes that, as applicable, have occurred to the status of each director during the period:
B.1.4 Explain, should it be the case, the reasons why proprietary directors have been appointed at the request of
shareholders whose holdings are below 5% of share capital.
Indicate whether formal requests for representation on the Board from shareholders whose shareholding is equal to or greater than other
shareholders at whose request proprietary directors have been appointed, have not been acted upon. Explain the reasons why they have not
been acted on, as applicable.
NO
B.1.5 Indicate whether any director has left their position prior to the completion of their mandate; whether the director
has explained their reasons to the Board, and by what means; and, in the event that the written communication
was sent to the whole of the Board, explain the reasons given:
YES
Name of the director
CAJA DE AHORROS DE VALENCIA, CASTELLON Y ALICANTE (BANCAJA)
Reason for departure
Strategic decisions by Banco Financiero de Ahorros, S.A. (hereinafter BFA) to replace Caja de Ahorros de Valencia, Castellón y Alicante
(Bancaja), appointing in its place Corporación Financiera Caja Madrid, S.L.
Name of the director
GRUPO INVERSOR HESPERIA, S.A
Reason for departure
Decision by the shareholder, indirect holder of 25.281% of the share capital of NH Hoteles, S.A., José Antonio Castro Sousa to assume
personally the role of director, replacing the company Grupo Inversor Hesperia, S.A., direct holder of 25.088%, of which José Antonio
Castro Sousa was the representative natural person.
Name of the director
MR JUAN LLOPART PÉREZ
Reason for departure
Strategic decision by the major shareholder Banco Financiero de Ahorros, S.A., to replace Juan Llopart Pérez with the company
Participaciones y Cartera de Inversión, S.L.
Name of the director
MR MARIANO PÉREZ CLAVER
Reason for departure
Stood down from the executive position to which his appointment as a Director was linked, as set forth in Article 14.b) of the Board of
Directors Regulations.
Nombre del consejero
MR MIGUEL RODRÍGUEZ DOMÍNGUEZ
Reason for departure
Personal reasons.
Name of the director
MS NURIA ITURRIAGAGOITIA RIPOLL
Reason for departure
Personal reasons.
B.1.6 State the powers that have been delegated to the Executive Director(s), if such authorisations exist:
Name or trade name of director
MR FEDERICO GONZÁLEZ TEJERA
Short description
ALL THE POWERS THAT CORRESPOND TO THE BOARD OF DIRECTORS, EXCEPT THOSE THAT CANNOT BE DELEGATED BY LAW OR
THE COMPANY’S BYLAWS.
B.1.7 Identify, as applicable, the members of the Board that hold administrative or management positions in other
companies that form part of the group of the listed company:
22 ANNUAL CORPORATE GOVERNANCE REPORT