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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
Name or trade name of director Trade name of group company Position MR JOSÉ ANTONIO CASTRO SOUSA SOTOGRANDE. S.A. NATURAL PERSON REPRESENTING MR FEDERICO GONZÁLEZ TEJERA NH ITALIA. S.R.L. DIRECTOR MR FEDERICO GONZÁLEZ TEJERA SOTOGRANDE. S.A. CHAIRMAN MR FRANCISCO JAVIER ILLA RUIZ NH ITALIA. S.R.L. DIRECTOR B.1.8 State, as applicable, the directors of your company that are members of the Board of Directors of other entities listed on official stock exchanges in Spain, other than companies in your group, which the company has been notified of: Name or trade name of director Name of listed company Position MR RODRIGO ECHENIQUE GORDILLO VOCENTO. S.A. DIRECTOR MR RODRIGO ECHENIQUE GORDILLO BANCO SANTANDER. S.A. DIRECTOR MR GILLES PÉLISSON TF1 DIRECTOR MR GILLES PÉLISSON BIC DIRECTOR MR GILLES PÉLISSON SUN RESORTS INTL MAUTITIUS DIRECTOR MR GILLES PÉLISSON ACCENTURE PLC DIRECTOR PARTICIPACIONES Y CARTERA DE INVERSIÓN, S.L. INDRA SISTEMAS. S.A. DIRECTOR PARTICIPACIONES Y CARTERA DE INVERSIÓN, S.L. REALIA BUSINESS. S.A. DIRECTOR PARTICIPACIONES Y CARTERA DE INVERSIÓN, S.L. DEOLEO. S.A. DIRECTOR SOCIEDAD DE PROMOCIÓN Y PARTICIPACIÓN EMPRESARIAL CAJA MADRID DEOLEO. S.A. DIRECTOR SOCIEDAD DE PROMOCIÓN Y PARTICIPACIÓN EMPRESARIAL CAJA MADRID MECALUX. S.A. DIRECTOR B.1.9 State, and as applicable explain, if the company has rules on the number of boards that its directors may belong to: YES Explanation of the rules Article 29 of the Regulations of the Board expressly establishes that directors must dedicate the necessary time and effort to performing their duties, and must notify the Appointments and Remuneration Committee of any circumstances that may interfere with the required dedication. Similarly, directors may not belong to more than 10 boards of directors, excluding the Board of NH Hoteles, S.A. and the boards of holding companies and family companies, without the express authorisation from the Appointments and Remuneration Committee based on the individual circumstances in each case. B.1.10. In relation to Recommendation 8 of the Unified Code, indicate the company’s general policies and strategies that plenary sessions of the Board have the right to approve: The investment and financing policy The definition of the corporate group structure The corporate governance policy The corporate social responsibility policy The strategic or business plan, as well as management objectives and the annual budget The policy on remuneration and performance evaluations of senior managers The risk control and management policy, as well as regular monitoring of internal information and control systems The dividend and treasury stock policy, and in particular, the limits of the same. YES YES YES YES YES YES YES YES B.1.11 <strong>Complete</strong> the following tables regarding the combined remuneration of the directors accrued during the year: a) In the company subject to this report: Concepto retributivo Datos en miles de euros Fixed Remuneration 1,072 Variable Remuneration 86 Expenses 192 Benefits stipulated by Bylaws 530 Options on shares and/or other financial instruments 0 Others 1,128 Total 3,008 ANNUAL CORPORATE GOVERNANCE REPORT 23
Page 1 and 2: ANNUAL REPORT 2012 CONSOLIDATED FIN
Page 3 and 4: ANNUAL REPORT 2012 CONSOLIDATED FIN
Page 5 and 6: 8. TANGIBLE FIXED ASSETS 80 9. REAL
Page 7 and 8: INDEPENDENT AUDITORS’ REPORT ON C
Page 9 and 10: The consolidation of the Spanish ho
Page 11 and 12: Benelux is different, given that it
Page 13 and 14: OVERVIEW OF NH RISK POLICY NH’s o
Page 15 and 16: EVOLUTION NH HOTELES - IBEX DECEMBE
Page 17 and 18: ANNUAL CORPORATE GOVERNANCE REPORT
Page 19 and 20: In the event of any modification or
Page 21: Total number of executive directors
Page 25 and 26: B.1.13 Indicate, on an aggregate ba
Page 27 and 28: The proposals to appoint directors
Page 29 and 30: ) When they are removed from the ex
Page 31 and 32: B.1.30 State the number of meetings
Page 33 and 34: MR JOSÉ ANTONIO CASTRO SOUSA HOTEL
Page 35 and 36: EXECUTIVE OR DELEGATE COMMITTEE Nam
Page 37 and 38: ) Competencies The primary function
Page 39 and 40: C - RELATED-PARTY TRANSACTIONS C.1
Page 41 and 42: Mechanisms for resolving possible c
Page 43 and 44: Description of functions The Audit
Page 45 and 46: The documents in which such delegat
Page 47 and 48: II.4. Ratification and renewal of t
Page 49 and 50: a) The transformation of listed com
Page 51 and 52: See sections: B.1.2, B.1.27 and B.2
Page 53 and 54: When the Board adopts significant o
Page 55 and 56: 45. Supervision of compliance with
Page 57 and 58: G - OTHER USEFUL INFORMATION If you
Page 59 and 60: 1.2 Existence of the following elem
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Page 65 and 66: CONSOLIDATED STATEMENTS OF CHANGES
Page 67 and 68: REPORT ON THE CONSOLIDATED FINANCIA
Page 69 and 70: The Directors have assessed the pot
Page 71 and 72: The fair value of Resco Sotogrande,
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Intangible assets with an indefinit
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4.7.4 Equity instruments An equity
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year-end are likewise charged to th
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The basic hypotheses used to estima
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In Italy, the most significant addi
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11. NON-CURRENT FINANCIAL INVESTMEN
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As a general rule, these receivable
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iii) Other non-available reserves
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Mortgage guarantee loans, whether s
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On 26 October 2012, the Court of Ar
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20. SHARE-BASED REMUNERATION SCHEME
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Provisions for pensions and similar
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Total Corporate Tax Income or Expen
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Year of origin Amount Offsetting De
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Contingent assets and liabilities T
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27.3 Personnel expenses This item i
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27.6 Financial expenses and changes
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FUNDING AGREEMENTS € Thousand 201
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29.1 Information on main segments
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Holder Investee company Activity Nu
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After the capital increase, the sha
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Similarly, the owners’ associatio
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ANNEX I: SUBSIDIARIES Data on the C
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Investee company Registered address
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ANNUAL REPORT OF THE AUDIT COMMITTE
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websites OF INTEREST: ITP INTERNATI
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