Download Complete PDF - Informe Anual 2012

Matters on which there is a casting vote
Resolutions will be passed by absolute majority of the votes of the directors attending the meeting. In the event of a tie, the Chairman, or the
Vice-chairman substituting them, shall have the casting vote.
B.1.25 State whether the Bylaws or the regulations of the Board establish any limit on the age of directors:
YES
Age limit Chairman Age limit Executive Director Age limit director
70 65 70
B.1.26 State whether the bylaws or the regulations of the Board establish a limited mandate for independent directors:
NO
Maximum number of years 0
B.1.27 In the event of few or no female directors, explain the reasons and initiatives taken to correct this situation.
Explanation of the reasons and initiatives
NH Hoteles, S.A., currently has one female director, who was appointed in 2009.
In all cases, the Appointments and Remuneration Committee has been expressly assigned the role of ensuring that the selection procedure
does not suffer from any implicit bias that hamper the selection of female directors, and that women that fulfil the professional profile sought
are included among potential candidates (Article 26.b of the Regulation).
In particular, Indicate whether the Appointments and Remuneration Committee has established procedures to ensure that the selection
processes do not suffer from any implicit bias that hamper the selection of female directors, and deliberately seeks candidates that match the
profile required:
YES
State the main procedures
Article 26 b of the Regulations expressly states that the Appointments and Remuneration Committee has, among others, the function of
reporting on proposals to appoint and remove directors and senior managers of the Company or its subsidiaries. In the case of vacancies on
the Board of Directors, the Appointments and Remuneration Committee shall ensure that the selection procedure does not suffer from any
implicit bias that hampers the selection of female directors, and that women that fulfil the professional profile sought are included among
potential candidates.
B.1.28 State whether there are formal processes for delegating votes in the Board of Directors. If so, describe them here.
Article 22 of the Regulations of the Board of Directors states that directors must attend Board meetings in person. In exceptional cases when this
is not possible, they shall ensure that any representation conferred on another member of the Board includes, as far as possible, the appropriate
instructions. Said delegations may be made in writing or by any other means that ensures the truth and validity of the representation in the
Chairman’s opinion.
B.1.29 State the number of meetings that the Board of Directors has held during the year. Also indicate, as applicable, the
number of times that the Board has met without its chairman attending:
Number of Board meetings 19
Number of Board meetings not attended by the Chairman 0
State the number of meetings that the various committees attached to the Board have held during the year:
Number of meetings of the executive or delegate committee 4
Number of meetings of the Audit Committee 12
Number of meetings of the Appointments and Remuneration Committee 8
Number of meetings of the Appointments Committee 0
Number of meetings of the Remuneration Committee 0
30 ANNUAL CORPORATE GOVERNANCE REPORT