Download Complete PDF - Informe Anual 2012
Download Complete PDF - Informe Anual 2012 Download Complete PDF - Informe Anual 2012
It also sets the policy to be applied by each Company department and monitors the application of the market policy for the Committee. 3.2 The Group, and particularly with regard to its principal activity (golf hotel management), has a policy aimed at maximising respect for the environment. The engineering and environment corporate area is therefore responsible for providing the Company with the basic mechanisms that enable it to comply with environmental legislation. The majority of its daily activity comprises direct interaction with hotels, analysis and ensuring compliance with the specific regulations. 3.3 A project geared at analysing and improving existing controls at centres through the specific enhancement and development of the computer tools used by the company (front-office and back-office) was initiated in 2012. It has a two-fold aim: - Improvement of existing controls in its daily operations: automation and simplification - Incorporation of new controls to supplement those that already exist. The main objective is to reduce the risks of fraud and to reinforce existing manual controls over production through the gradual incorporation of growing number of preventive and corrective controls. 4. Control systems for regulatory risk This group includes all risks associated with legislation that could affect the Company’s business, relating to drafting contracts (clients and suppliers), compliance with legal, administrative, international, state, regional or municipal regulations, as well as renewal of rental and management agreements. An approval procedure linking different levels within the organisation is in place, which ensures the correct approval of contracts. Furthermore, all risks affecting this sector are periodically reviewed by the Internal Audit Department as part of its annual planning. The company can also rely on subcontracted companies which ensure compliance with occupational health and safety, security at facilities, fire fighting, etc. As part of the company’s procedures, each centre has an obligatory file which must report all agreements entered into with third parties, duly updated and signed. 5. Other preventative procedures 5.1 Occupational health and safety The occupational health and safety plans involve planning processes that are susceptible to causing risks and establishing the appropriate safety measures. The Company organises numerous training courses for employees and subcontractors. 5.2 Insurance The NH Hoteles group follows an extensive coverage policy by taking out insurance policies for the risks to which it is exposed. It also has a policy of continuously reviewing this coverage. D.2 State whether any of the different types of risk (operational, technological, financial, legal, reputational, tax…) that affect the company and/or its group have materialised during the year: If so, indicate the circumstances that caused them and whether the control systems established worked. Risk arising during the year The risks inherent in the activity. Circumstances that caused it The activities of NH Hoteles, S.A. YES Functioning of the control systems The risk control and prevention systems have been shown to function effectively, and so to date the resources employed are considered to have worked satisfactorily. Risk arising during the year Financial risks. Circumstances that caused it Financial crisis, falling sales, impaired results. Functioning of the control systems The company is engaged in various corporate operations, as well as a refinancing process which it hopes to complete in the first half of 2013. D.3 State whether there is a committee or other governing body responsible for establishing and supervising these control mechanisms. If so, describe its functions. Name of the committee or body Audit and Control Committee YES 42 ANNUAL CORPORATE GOVERNANCE REPORT
Description of functions The Audit Committee, reporting directly to the Board of Directors, is responsible for supervising the correct functioning of all the Group’s internal control systems. It also periodically analyses the principal risks associated with the business and the systems established to manage and control these risks. It is also the body responsible for relations with the external auditors of the Group. In general, the Audit Committee supports the Board of Directors in its supervisory duties, using all of the powers granted to it by the Spanish Public Limited Companies Act (LSA), the Company’s Bylaws, and the Regulations of the Board of Directors in relation to audit and control. Name of the committee or body Internal Audit Department. Description of functions Identification and evaluation of risk situations; definition of an annual audit plan aimed, among other things, at verifying correct application of established rules and procedures, both at the level of corporate departments and in different hotels. D.4 Identification and description of the processes of compliance with the various regulations that affect the company and/or its group. Occupational Risk Prevention Department The occupational risk prevention systems are subject to a continuous process of evaluation and internal audit. The scope covers central services as well as the various hotels. Internal Audit The Internal Audit Department, reporting directly to the Chairman and answerable to the Board of Directors through the Audit and Control Committee, helps manage the risks that the Group encounters in reaching its objectives. The Audit Department therefore continuously analyses the risk control systems and procedures, the organisation models and management variables in the most relevant areas of NH Hoteles, S.A. Group. The corresponding conclusions are passed on to the managers of the areas evaluated and to the senior management of the group, including, as applicable, recommendations for specific actions to implement potential improvements. It should likewise be pointed out that the Audit Department plays an active role in fraud prevention and control. General Secretariat The General Secretariat is the competent body for evaluating and mitigating legal risks, as well as overseeing the legal compliance function. Internal Code of Conduct On 24 May 2011 the Board of Directors of NH Hoteles, S.A. approved the Internal Code of Conduct of NH Hoteles, S.A. and its group of companies, in relation to the securities markets, compliance with which is mandatory for those to whom it applies, and which regulates everything relating to the rules of conduct regarding securities, conflicts of interest, rules of conduct in relation to privileged information, as well as transactions with securities, among other issues. In addition, on that same date the Board approved a new Code of Conduct, which is mandatory for employees, members of the senior management and directors, and also binds shareholders and suppliers insofar as it affects them expressly. The Code of Conduct contains regulations that strengthen our commitment to act with the highest standards of honesty, integrity and respect in carrying out our business, beyond the guarantee of compliance with current legislation. The Code contains, among others, procedures for related-party transactions and conflicts of interest, as well as regulations to identify fraudulent practices. Security Policy All Company employees sign a security policy document that sets out the IT and electronic communications security policies of NH Hoteles. The document aims to clearly and succinctly explain to all employees the security policy of NH Hoteles with regard to the use of IT resources, access to facilities, software applications and the use of e-mail and internet in the workplace, in order to clearly define actions that are forbidden in relation to the use of these work tools. E - GENERAL SHAREHOLDERS’ MEETING E.1 Indicate whether differences exist between the minimum quorum established in the Spanish Public Limited Companies Act (LSA) and the quorum of the General Shareholder’s Meeting. If so, explain these differences. NO % quorum different from that set forth in Article 102 of the LSA for general cases % quorum different from that set forth in Article 103 of the LSA for the specific cases of Art. 103 Quorum required for 1st call 0 0 Quorum required for 2nd call 0 0 E.2 Indicate whether here are differences with the methods established in the LSA in relation to passing company resolutions. If so, explain these differences. Describe how it differs from the LSA. NO ANNUAL CORPORATE GOVERNANCE REPORT 43
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- Page 91 and 92: On 26 October 2012, the Court of Ar
It also sets the policy to be applied by each Company department and monitors the application of the market policy for the Committee.<br />
3.2 The Group, and particularly with regard to its principal activity (golf hotel management), has a policy aimed at maximising respect for the<br />
environment. The engineering and environment corporate area is therefore responsible for providing the Company with the basic mechanisms<br />
that enable it to comply with environmental legislation. The majority of its daily activity comprises direct interaction with hotels, analysis and<br />
ensuring compliance with the specific regulations.<br />
3.3 A project geared at analysing and improving existing controls at centres through the specific enhancement and development of the computer<br />
tools used by the company (front-office and back-office) was initiated in <strong>2012</strong>. It has a two-fold aim:<br />
- Improvement of existing controls in its daily operations: automation and simplification<br />
- Incorporation of new controls to supplement those that already exist.<br />
The main objective is to reduce the risks of fraud and to reinforce existing manual controls over production through the gradual incorporation of<br />
growing number of preventive and corrective controls.<br />
4. Control systems for regulatory risk<br />
This group includes all risks associated with legislation that could affect the Company’s business, relating to drafting contracts (clients and suppliers),<br />
compliance with legal, administrative, international, state, regional or municipal regulations, as well as renewal of rental and management agreements.<br />
An approval procedure linking different levels within the organisation is in place, which ensures the correct approval of contracts. Furthermore, all risks<br />
affecting this sector are periodically reviewed by the Internal Audit Department as part of its annual planning.<br />
The company can also rely on subcontracted companies which ensure compliance with occupational health and safety, security at facilities, fire<br />
fighting, etc.<br />
As part of the company’s procedures, each centre has an obligatory file which must report all agreements entered into with third parties, duly updated<br />
and signed.<br />
5. Other preventative procedures<br />
5.1 Occupational health and safety<br />
The occupational health and safety plans involve planning processes that are susceptible to causing risks and establishing the appropriate safety<br />
measures.<br />
The Company organises numerous training courses for employees and subcontractors.<br />
5.2 Insurance<br />
The NH Hoteles group follows an extensive coverage policy by taking out insurance policies for the risks to which it is exposed. It also has a policy<br />
of continuously reviewing this coverage.<br />
D.2 State whether any of the different types of risk (operational, technological, financial, legal, reputational,<br />
tax…) that affect the company and/or its group have materialised during the year:<br />
If so, indicate the circumstances that caused them and whether the control systems established worked.<br />
Risk arising during the year<br />
The risks inherent in the activity.<br />
Circumstances that caused it<br />
The activities of NH Hoteles, S.A.<br />
YES<br />
Functioning of the control systems<br />
The risk control and prevention systems have been shown to function effectively, and so to date the resources employed are considered to have worked<br />
satisfactorily.<br />
Risk arising during the year<br />
Financial risks.<br />
Circumstances that caused it<br />
Financial crisis, falling sales, impaired results.<br />
Functioning of the control systems<br />
The company is engaged in various corporate operations, as well as a refinancing process which it hopes to complete in the first half of 2013.<br />
D.3 State whether there is a committee or other governing body responsible for establishing and supervising<br />
these control mechanisms.<br />
If so, describe its functions.<br />
Name of the committee or body<br />
Audit and Control Committee<br />
YES<br />
42 ANNUAL CORPORATE GOVERNANCE REPORT