Download Complete PDF - Informe Anual 2012
Download Complete PDF - Informe Anual 2012
Download Complete PDF - Informe Anual 2012
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Description of functions<br />
The Audit Committee, reporting directly to the Board of Directors, is responsible for supervising the correct functioning of all the Group’s internal<br />
control systems. It also periodically analyses the principal risks associated with the business and the systems established to manage and control these<br />
risks. It is also the body responsible for relations with the external auditors of the Group.<br />
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<br />
Limited Companies Act (LSA), the Company’s Bylaws, and the Regulations of the Board of Directors in relation to audit and control.<br />
Name of the committee or body<br />
Internal Audit Department.<br />
Description of functions<br />
Identification and evaluation of risk situations; definition of an annual audit plan aimed, among other things, at verifying correct application of<br />
established rules and procedures, both at the level of corporate departments and in different hotels.<br />
D.4 Identification and description of the processes of compliance with the various regulations that affect the<br />
company and/or its group.<br />
Occupational Risk Prevention Department<br />
The occupational risk prevention systems are subject to a continuous process of evaluation and internal audit. The scope covers central services as well<br />
as the various hotels.<br />
Internal Audit<br />
The Internal Audit Department, reporting directly to the Chairman and answerable to the Board of Directors through the Audit and Control Committee,<br />
helps manage the risks that the Group encounters in reaching its objectives.<br />
The Audit Department therefore continuously analyses the risk control systems and procedures, the organisation models and management variables in<br />
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<br />
senior management of the group, including, as applicable, recommendations for specific actions to implement potential improvements.<br />
It should likewise be pointed out that the Audit Department plays an active role in fraud prevention and control.<br />
General Secretariat<br />
The General Secretariat is the competent body for evaluating and mitigating legal risks, as well as overseeing the legal compliance function.<br />
Internal Code of Conduct<br />
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<br />
relation to the securities markets, compliance with which is mandatory for those to whom it applies, and which regulates everything relating to the rules<br />
of conduct regarding securities, conflicts of interest, rules of conduct in relation to privileged information, as well as transactions with securities, among<br />
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<br />
management and directors, and also binds shareholders and suppliers insofar as it affects them expressly. The Code of Conduct contains regulations<br />
that strengthen our commitment to act with the highest standards of honesty, integrity and respect in carrying out our business, beyond the guarantee<br />
of compliance with current legislation.<br />
The Code contains, among others, procedures for related-party transactions and conflicts of interest, as well as regulations to identify fraudulent<br />
practices.<br />
Security Policy<br />
All Company employees sign a security policy document that sets out the IT and electronic communications security policies of NH Hoteles. The<br />
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<br />
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<br />
the use of these work tools.<br />
E - GENERAL SHAREHOLDERS’ MEETING<br />
E.1 Indicate whether differences exist between the minimum quorum established in the Spanish Public Limited<br />
Companies Act (LSA) and the quorum of the General Shareholder’s Meeting. If so, explain these differences.<br />
NO<br />
% quorum different from that set forth in<br />
Article 102 of the LSA for general cases<br />
% quorum different from that set forth in Article 103<br />
of the LSA for the specific cases of Art. 103<br />
Quorum required for 1st call 0 0<br />
Quorum required for 2nd call 0 0<br />
E.2 Indicate whether here are differences with the methods established in the LSA in relation to passing company<br />
resolutions. If so, explain these differences.<br />
Describe how it differs from the LSA.<br />
NO<br />
ANNUAL CORPORATE GOVERNANCE REPORT 43