Download Complete PDF - Informe Anual 2012

- Prepare and maintain a register of the positions of directors and senior managers of the Company, and perform any other functions that
may be assigned to this Committee in these regulations.
Committee name
EXECUTIVE OR DELEGATE COMMITTEE
Short description
General decision-making capacity and, consequently, with express delegation of all the powers corresponding to the Board of Directors,
except those that cannot be delegated by law or the Company’s bylaws. The Board of Directors may also entrust the Executive Committee
with additional responsibilities.
Committee name
AUDIT COMMITTEE
Short description
Its essential function shall be to support to the Board of Directors in its oversight functions. In order to do so, it has been vested with all the
powers granted in accordance with prevailing legislation (especially the recently approved Act 12/2010 of 30 June amending the Auditing
of Accounts Act and actions in the fiscal, labour-related and liberalising spheres to promote investment and job creation) as well as the
Bylaws and the Board of Directors Regulations on matters having to do with auditing and control.
B.2.5 Indicate, as applicable, the existence of the regulations governing the committees attached to the Board, where they
are available for consultation and any amendments that have been made to them during the year. Also state whether
an annual report on the activities of each committee has been voluntarily drafted.
Committee name
APPOINTMENTS AND REMUNERATION COMMITTEE
Short description
The Regulations of the Board of Directors include a detailed list of all the rules relating to the composition, organisation and competencies of
the Appointments and Remuneration Committee (Article 26 of the Regulations).
The aforementioned regulations are permanently available on the website of NH Hoteles, S.A.
On 24 May 2011, the Board of Directors approved a partial amendment of the text of the Regulations in order to adapt them to the latest
legislative developments. These amendments have not, however, affected the regulation of the functioning and composition of the aforesaid
Committee.
Reports on the activities performed by both the Audit and Control Committee and the Appointments and Remuneration Committee have been
approved on an annual basis.
Committee name
EXECUTIVE OR DELEGATE COMMITTEE
Short description
The regulations governing the composition, function and competencies assigned to the Executive Committee are expressly set forth in Articles
23 and 24 of the Board Regulations, which can be consulted at any time on the NH Hoteles, S.A. website under the Shareholder Information
section.
The amendments made to the Board Regulations do not affect the regulations governing the composition or function of the Executive
Committee.
Committee name
AUDIT COMMITTEE
Short description
Article 25 of the Regulations of the Board of Directors governs everything relating to the composition, organisation and competencies attributed
to the Audit and Control Committee. The aforesaid article was amended by the Board of Directors on 24 May 2011 to adapt its content to the
provisions of Act 12/2010, of 30 June, amending, among other regulations, the Financial Auditing Act (Ley de Auditoría de Cuentas), the law on
actions in relation to tax and employment, liberalising actions to encourage investment and job creation, and the Securities Market Act (Ley del
Mercado de Valores).
The aforementioned Regulations have been posted on the NH Hoteles website, www.nh-hotels.com, under the Shareholder Information section.
It should additionally be noted that reports on the activities performed by the Audit and Control Committee have been approved on an annual
basis.
B.2.6 State whether the composition of the executive committee reflects the participation on the Board of different
categories of directors:
YES
38 ANNUAL CORPORATE GOVERNANCE REPORT