Download Complete PDF - Informe Anual 2012

B.1.41 State whether there is a procedure by which directors may access external advice. If so, describe said procedure:
YES
Description of the procedure
Article 28 of the Regulations of the Board of Directors expressly states that directors may request the use of legal, accounting or financial
advisers, or other experts, paid for by the Company, to help them in the discharge of their duties. Such help must relate to specifically defined
and complex problems that arise in the course of their work. The decision to employ such services must be communicated to the Chairman of
the Company and implemented through the Secretary of the Board, unless the Board of Directors considers that such help is not necessary
or appropriate.
B.1.42 State whether there is a procedure by which directors may access the information required to prepare for the
meetings of the administrative bodies with sufficient time. If so, describe said procedure:
YES
Description of the procedure
Article 27 of the board regulations reflects the right of members of the board of directors to be informed and their duty to inform. In that
regard, it states that it is the right and duty of every director to gather as much information as they deem necessary or appropriate at any
given moment for the correct performance of their duties..
To this end, the Board has been assigned the broadest possible powers to gain information about any aspect of the Company; to examine
its books, registers and documents and any other information concerning its operations that may be necessary or appropriate for the diligent
exercise of its duties
This right to information also extends to the different subsidiaries that comprise the consolidated group, and must always being exercised
in good faith.
B.1.43 State whether the company has established rules that require directors to report and, as applicable, resign in those
cases where company’s credibility and reputation may be harmed. If so, describe said rules:
YES
Explain the rules
Article 14.2.e) of the Regulations of the Board of Directors of NH Hoteles, S.A. expressly establishes that directors must present their
resignation “When their permanence on the Board may affect the Company’s good standing or reputation in the market or jeopardise its
interest in any other way whatsoever.
It also establishes that in all events, those subject to any incapacity, disqualification, prohibition or conflict of interests set forth in current
legislation may not be put forward as Board members.
B.1.44 State whether any member of the Board of Directors has notified the Company that they have been prosecuted or
issued with a summons for oral proceedings in relation to the offences indicated in Article 124 of the Spanish Public
Limited Companies Act:
NO
State whether the Board of Directors has studied the case. If so, explain and give the reasons for the decision taken regarding whether the
director continues or not in their position.
NO
Decision made
Explanation
B.2 Committees attached to the Board of Directors
B.2.1 List all the committees attached to the Board of Directors and their members:
34 ANNUAL CORPORATE GOVERNANCE REPORT