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- 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
C - RELATED-PARTY TRANSACTIONS C.1 Indicate whether the plenary session of the Board is empowered to approve the transaction that the company carries out with directors, significant shareholders or representatives on the Board, or with parties related to them, following receipt of a favourable report from the Audit Committee or any other committee entrusted with this task: C.2 Describe the relevant operations that involve a transfer of assets or liabilities between the Company or entities in its group and the Company’s significant shareholders: YES Name or trade name of significant shareholder Name or trade name of company or group company Nature of the relationship GRUPO INVERSOR HESPERIA, S.A HOTELES HESPERIA, S.L. CONTRACTUAL BANCO FINANCIERO Y DE AHORROS, S.A. NH FINANCE, S.A. CONTRACTUAL KUTXABANK, S.A. NH FINANCE, S.A. CONTRACTUAL INTESA SANPAOLO, S.P.A. JOLLY HOTEL HOLLAND NV CONTRACTUAL INTESA SANPAOLO, S.P.A. NH FINANCE, S.A. CONTRACTUAL INTESA SANPAOLO, S.P.A. NH ITALIA, S.R.L. CONTRACTUAL INTESA SANPAOLO, S.P.A. NH ITALIA, S.R.L. CONTRACTUAL INTESA SANPAOLO, S.P.A. NH ITALIA, S.R.L. CONTRACTUAL Type of operation Management or partnership agreements Financing agreements, loans and capital contributions (borrower) Financing agreements, loans and capital contributions (borrower) Financing agreements, loans and capital contributions (borrower) Financing agreements, loans and capital contributions (borrower) Financing agreements, loans and capital contributions (borrower) Financing agreements, loans and capital contributions (borrower) Financing agreements, loans and capital contributions (borrower) Amount (thousands of euros ) PONTEGADEA INVERSIONES, S.L. NH HOTEL RALLYE PORTUGAL LTD. CONTRACTUAL Leases 802 PONTEGADEA INVERSIONES, S.L. NH HOTELES ESPAÑA, S.L. CONTRACTUAL Leases 9,539 CAJA DE AHORROS Y MONTE DE PIEDAD DE ZARAGOZA, ARAGON Y RIOJA (IBERCAJA) CORPORACIÓN FINANCIERA CAJA DE MADRID, S.A. NH FINANCE, S.A. NH HOTELES, S.A. CONTRACTUAL CONTRACTUAL Financing agreements, loans and capital contributions (borrower) Financing agreements, loans and capital contributions (borrower) 1,570 97,000 28,400 1,875 15,000 3,333 6,250 75,000 14,450 35,000 C.3 List the relevant operations that involve a transfer of assets or liabilities between the Company or entities in its group and the Company’s directors or managers: Name or trade name of director or manager HOTELES PARTICIPADOS, S.L. Name or trade name of company or group company DESARROLLO INMOBILIARIO SANTA FE Nature of the operation CONTRACTUAL HOTELES PARTICIPADOS, S.L. NH FINANCE, S.A. CONTRACTUAL MR JESÚS IGNACIO ARANGUREN GONZÁLEZ-TARRÍO NH HOTELES, S.A. CONTRACTUAL MR ROBERTO CHOLLET IBARRA NH HOTELES, S.A. CONTRACTUAL SOCIEDAD DE PROMOCIÓN Y PARTICIPACIÓN EMPRESARIAL CAJA MADRID Type of operation Financing agreements, loans and capital contributions (borrower) Financing agreements, loans and capital contributions (borrower) Financing agreements: loans and capital contributions (lender) Financing agreements: loans and capital contributions (lender) Amount (thousands of euros ) 3,590 35,051 3,603 2,703 NH HOTELES, S.A. CONTRACTUAL Commitments acquired 56,282 C.4 Describe the relevant transactions carried out by the company with other companies belonging to the same group, provided they are not eliminated in the process of drafting the consolidated financial statements and do not form part of the normal business of the Company in relation to its purpose and conditions: Corporate name of entity in its group HARRINGTON HALL HOTEL LIMITED Amount (thousands of euros) 4394 Short description of the transaction LOAN ANNUAL CORPORATE GOVERNANCE REPORT 39
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 and 36: EXECUTIVE OR DELEGATE COMMITTEE Nam
Page 37: ) Competencies The primary function
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
Page 87 and 88: iii) Other non-available reserves
Page 89 and 90:
Mortgage guarantee loans, whether s
Page 91 and 92:
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
Page 101 and 102:
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
Page 121 and 122:
ANNUAL REPORT OF THE AUDIT COMMITTE
Page 124:
websites OF INTEREST: ITP INTERNATI
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