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) Competence The Appointments and Remuneration Committee shall have the following duties, notwithstanding any other tasks that may be assigned to it by the Board of Directors: - Report on proposals to appoint and dismiss directors and senior managers of the Company and its subsidiaries. In the case of vacancies arising on the Board of Directors, the Appointments and Remuneration Committee shall ensure that the selection procedure does not suffer from any implicit bias that may hamper the selection of female directors and that women that fulfil the professional profile sought are included among the potential candidates. - Approve the remuneration scales applied to senior managers of the Company. - Approve the standard contracts applied to senior managers. - Determinar el régimen de retribuciones del Presidente y, en su caso, del Consejero Delegado. - Determine the remuneration scheme applied to the Chairman and, as applicable, the Chief Executive Director. Examine or organise, as considered most appropriate, the Chairman’s and the chief executive’s succession, and if necessary bring proposals before the Board so that such successions are effected in an orderly well-planned fashion. - Propose the remuneration scheme applied to members of the Board of Directors and periodically review them to ensure they are suitable for the tasks carried out by them, in accordance with Article 35 of these regulations. - Report on incentive plans. - Carry out an annual review of the remuneration policy applied to directors and senior managers. - Report on the proposals to appoint members of the Executive Committee and the other committees attached to the Board of Directors. - Prepare and maintain a register of the positions of directors and senior managers of the Company; and - Perform any other duties that may be assigned to it under these regulations. The Board of Directors shall be informed of all the tasks carried out by the Appointments and Remuneration Committee during its first meeting, and in all events the corresponding documentation shall be made available to the Board so that it can take these actions into consideration when performing its duties. c) Functioning The Appointments and Remuneration Committee shall meet as often as considered necessary by its Chairman, or when requested by two of its members or the Board of Directors. Committee name EXECUTIVE OR DELEGATE COMMITTEE Short description a) Composition The Executive Committee shall comprise the Chairman of the Board and at least three but no more than nine directors, appointed by the Board of Directors. In terms of the qualitative composition of the Executive Committee, the Board shall ensure that the different types of director represented will be similar to that of the main Board and its secretary will be the secretary of the Board. In all events, the valid appointment or re-election of members of the Executive Committee shall require the favourable vote of at least two thirds of the members of the Board of Directors. b) Functioning The Executive Committee shall meet as many times as called by its chairman. The Chairman and Secretary of the Board of Directors shall perform the same functions in the Executive Committee, although one or more Vice-chairmen and a Vice-secretary may also be appointed. The Executive Committee shall be validly convened when half plus one of the members are present or represented at the meeting. Resolutions shall be passed by a majority of the directors at the meeting (in person or by proxy), with the Chairman holding the casting vote in the event of a tie. c) Relationship with the Board of Directors The Executive Committee shall notify the Board of the matters discussed and the decisions made at its meetings. This Committee is currently inactive, pending a meeting to decide its new composition. Committee name AUDIT COMMITTEE Short description The Audit and Control Committee shall comprise a minimum of three and a maximum of five directors, appointed by the Board of Directors. All members of the Committee must be external or non-executive directors. The members the Audit and Control Committee, and particularly its Chairman, shall be appointed after taking into account their knowledge and experience in accounting or auditing matters, or both. The Chairman of the Audit and Control Committee must be an independent director and be appointed from among its non-executive members. The Chairman must also be replaced every four years; previous chairmen may be re-elected one year after their previous mandate has ended. 36 ANNUAL CORPORATE GOVERNANCE REPORT
) Competencies The primary function of the Audit and Control Committee, notwithstanding any other task that the Board of Directors may assign it, shall be to support the Board in its supervisory duties, specifically: Its competencies shall include at least the following: 1. Report to the General Meeting on any matters broached within the sphere of its competence. 2. Oversee the efficacy of the company’s internal controls, its internal auditing, as appropriate, and its risk management, as well as to discuss with the auditors of accounts or auditing firms any significant weaknesses detected in the internal control system during the course of an audit. 3. Oversee the process of drawing up and submitting mandatory financial reporting. 4. Propose the appointment of the auditors of accounts or auditing firm, in accordance with legislation applicable to the company, to the company’s governing body so that it may be brought before the General Shareholders’ Meeting or other of the company’s equivalent bodies, depending on its legal nature. 5. Establish the appropriate relations with the auditors or auditing firms for the purpose of receiving information about matters that may jeopardise the independence of the auditors and should be brought before the committee, and any other matters relating to the financial auditing process, as well as other disclosures required by financial auditing laws and audit regulations. In any event, they must receive annual written confirmation from the auditors or auditing firms of their independence with regard to the entity or entities linked to this corporation, either directly or indirectly, as well as information about additional services of any kind provided to those entities by such auditors or firms, or by persons or entities linked to them, in accordance with Act 19/1988, of 12 July, on Financial Auditing. 6. Every year, prior to issuing the audit report, issue a report giving its opinion on the independence of the auditors or auditing firms. The report must always comment on the provision of additional services referred to in the preceding section. 7. Ensure the independence and effectiveness of the internal audit; propose the selection, appointment, re-election and removal of the internal audit service manager; propose the budget for this service; receive periodic information about its activities; and verify that senior management takes into account the conclusions and recommendations of its reports. 8. Set and oversee a mechanism that allows employees to confidentially and, if deemed appropriate, anonymously report any breaches of the Code of Conduct. 9. Supervise compliance and internal codes of conduct, as well as the rules of corporate governance. 10. Inform the Board about all matters connected with related-party transactions, which shall be construed as they are defined by the Revised Text of the Capital Companies Act. 11. Inform the Board about the creation or acquisition of any equity investments in special purpose vehicles and companies registered in tax havens, as well as about any other transactions or operations of a similar nature which, due to their complexity, might negatively affect the group’s transparency; and 12. Exercise any other competencies such Committee has been assigned by these Regulations or which may be assigned by the Board of Directors. c) Organisation The Audit and Control Committee shall meet at least once every quarter and as often as considered necessary by its Chairman, or when requested by two of its members or the Board of Directors. The Audit and Control Committee may summon any employee or manager of the Company, and also the Company’s accounts auditor, to attend its meetings. Through its chairman, the Audit and Control Committee will give the board an account of its activities and work done, either at the meetings scheduled for the purpose or at the very next meeting when the chairman of the Audit and Control Committee deems it necessary. The minutes of its meetings will be available to any member of the board that requests them. B.2.4 State the powers that each committee has to advise, consult and, as applicable, to delegate: Committee name APPOINTMENTS AND REMUNERATION COMMITTEE Short description - Report on proposals to appoint and dismiss directors and senior managers of the Company and its subsidiaries. In the case of vacancies arising on the Board of Directors, the Appointments and Remuneration Committee shall ensure that the selection procedure does not suffer from any implicit bias that may hamper the selection of female directors and that women that fulfil the professional profile sought are included among the potential candidates. - Approve the standard contracts for senior managers; determine the remuneration scheme of the Chairman and, as applicable, the Chief Executive Director. - Examine or organise, as considered most appropriate, the Chairman’s and the chief executive’s succession, and if necessary bring proposals before the Board so that such successions are effected in an orderly well-planned fashion. - Propose the remuneration scheme for directors to the Board of Directors and periodically review it to ensure it is suitable for the functions performed by them, in accordance with Article 35 of these regulations. Report on incentive plans. - Carry out an annual review of the remuneration policy applied to directors and senior managers. - Report on the proposals to appoint members of the Executive Committee and the other committees attached to the Board of Directors.. ANNUAL CORPORATE GOVERNANCE REPORT 37
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 and 22: Total number of executive directors
Page 23 and 24: Name or trade name of director Trad
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: EXECUTIVE OR DELEGATE COMMITTEE Nam
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
Page 61 and 62: In order to ensure the reliability
Page 63 and 64: CONSOLIDATED BALANCE SHEETS AT 31 D
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,
Page 73 and 74: Intangible assets with an indefinit
Page 75 and 76: 4.7.4 Equity instruments An equity
Page 77 and 78: year-end are likewise charged to th
Page 79 and 80: The basic hypotheses used to estima
Page 81 and 82: In Italy, the most significant addi
Page 83 and 84: 11. NON-CURRENT FINANCIAL INVESTMEN
Page 85 and 86: 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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