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Other Benefits In thousands of euros Advances 0 Loans granted 0 Pension plans and funds: Contributions 0 Pension plans and funds: Commitments made 0 Life insurance premiums 0 Guarantees extended by the company in favour of board members 0 b) For participation by company directors on other boards of directors and/or in the senior management of group companies: Remuneration concept In thousands of euros Fixed Remuneration 0 Variable Remuneration 0 Expenses 2 Benefits stipulated by Bylaws 95 Options on shares and/or other financial instruments 0 Others 0 Total 97 Other Benefits In thousands of euros Advances 0 Loans granted 0 Pension plans and funds: Contributions 0 Pension plans and funds: Commitments made 0 Life insurance premiums 0 Guarantees extended by the company in favour of board members 0 c) Total remuneration by type of director: Type of director By company By group Executive directors 2,324 16 External proprietary directors 450 16 External independent directors 234 65 Other external directors 0 0 Total 3,008 97 d) In relation to the income attributable to the parent company Total remuneration of directors (thousands of euros) 3,105 Total remuneration of directors/income attributable to the parent company (expressed as a %) 0.0 B.1.12 Identify the members of the senior management team that are not executive directors and indicate their total remuneration for the year: Name or trade name MR ROBERTO CHOLLET IBARRA MR RAMÓN ARAGONÉS MARÍN MR FRANCISCO JAVIER MATAS MARTÍNEZ MR IÑIGO CAPELL ARRIETA MR JESÚS IGNACIO ARANGUREN GONZÁLEZ-TARRÍO MR IGNACIO DIAZ LOPEZ MR FRANCISCO ALEJANDRO ZINSER CIESLIK MS TAMARA WEGMANN LECUE Position FINANCE DIRECTOR DIRECTOR GENERAL OF OPERATIONS GENERAL MANAGER, ORGANISATION AND TECHNOLOGY GENERAL MANAGER, RESOURCES GENERAL MANAGER, ASSETS AND REVENUE CORPORATE INTERNAL AUDIT MANAGER GENERAL MANAGER, STRATEGY AND DEVELOPMENT DIRECTOR OF THE LEGAL AREA Total remuneration of senior management (thousands of euros) 2,760 24 ANNUAL CORPORATE GOVERNANCE REPORT
B.1.13 Indicate, on an aggregate basis, whether members of the company’s or group’s senior management team, including executive directors, are afforded guarantees or golden parachute clauses in the event of dismissal or takeovers. Indicate whether these contracts must be communicated to, and/or approved by the governing bodies of the company or its group: Number of beneficiaries 5 Board of Directors General Shareholders’ Meeting Body that authorises the clauses YES NO Is the General Shareholders’ Meeting notified of the clauses NO B.1.14 State the process for determining the remuneration of the members of the Board of Directors and the relevant bylaw clauses:. Process for determining the remuneration of members of the Board of Directors and the clauses in the bylaws Under article 42 of the Bylaws and article 36 of the board regulations, directors’ salaries consist of a fixed annual allocation and allowances for attending meetings of the board of directors and its delegated and consultative committees, the amount of which is determined by the general shareholders’ meeting. Additionally and independent of the remuneration described in the above paragraph, share-based remuneration systems, or those involving assigning shares or stock options, may be put in place for directors. Implementation of these remuneration systems must be agreed by the General Shareholders’ Meeting, which shall determine the value of the shares that are taken as a reference, the number of options, the exercise price of the stock options, the duration of this remuneration system and any other conditions deemed appropriate. Likewise, similar remuneration systems may be established for other company personnel, directors or otherwise, provided they comply with the law. In addition to the remuneration referred to in the above two paragraphs, executive directors are entitled to receive additional remuneration for the executive duties they perform beyond those contemplated in the post of director. In particular, this remuneration shall be comprised of the following concepts: (a) a fixed component, which reflects the services and responsibilities assumed; (b) a variable component, linked to a Chief Executive Director or company performance indicator; (c) an attendance component, comprising suitable insurance and benefits systems; and (d) indemnity in the event of dismissal or any other type of termination of the legal relationship with the company that is not due to breaches attributable to the director. The determination of the amount of the remuneration components referred to in this paragraph shall be based on market conditions and shall take into account the responsibility and degree of commitment involved in the role assigned to each executive director. It is expressly established that along with the annual corporate governance report, the board must draw up an annual report on the remuneration of its directors, which must include complete, clear and comprehensible information on the company remuneration policy approved by the board for the current year, as well as that planned for future years, where appropriate. It must also include an overall summary of how the remuneration policy was applied during the year, as well as details of the individual salaries paid to each director. The annual director remuneration report, the company’s remuneration policy approved by the Board for the year in course, the policy for future years, the overall summary of how the remuneration policy was implemented during the financial year, as well as the breakdown of the individual remuneration due to each director shall be disclosed and brought before the Ordinary General Shareholders’ Meeting as a separate point on the agenda for a consultative vote. At the General Meeting held on 29 June <strong>2012</strong>, and in accordance with foregoing Article of the Bylaws, a motion was passed to set the gross total amount of the fixed remuneration and attendance allowances for the Board of Directors and its Committees at one million one hundred thousand euros (€1.100.000) with effect as of <strong>2012</strong>, excluding other kinds of remuneration corresponding to the executive director for items other than sitting on the Board. Indicate whether the plenary sessions of the Board are reserved for approving the following decisions. The appointment and removal of senior managers, as well as their compensation clauses, as proposed by the Chief Executive Director of the company. The remuneration of directors and, in the case of executives, any additional remuneration for executive responsibilities and any other conditions that their contracts should reflect. NO YES B.1.15 Indicate whether the Board of Directors approves a detailed remuneration policy and specify the issues covered by said policy: YES Amount of the fixed components, with a breakdown, as applicable, of the expenses for participating on the Board and its committees, and an estimate of the corresponding annual fixed remuneration Variable remuneration items Main characteristics of the benefits systems with an estimate of their amount or equivalent annual cost. Conditions that must apply to the contracts of those who, being executive directors, perform senior management functions. YES YES YES YES ANNUAL CORPORATE GOVERNANCE REPORT 25
Page 1 and 2: ANNUAL REPORT 2012 CONSOLIDATED FIN
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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 and 22: Total number of executive directors
Page 23: Name or trade name of director Trad
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
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Page 51 and 52: See sections: B.1.2, B.1.27 and B.2
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Page 57 and 58: G - OTHER USEFUL INFORMATION If you
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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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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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