Download Complete PDF - Informe Anual 2012
Download Complete PDF - Informe Anual 2012 Download Complete PDF - Informe Anual 2012
The Board of Directors must provide in writing, until the day of the General Shareholders’ Meeting, the information or clarifications requested, and respond to any questions, in writing. Responses to questions and requests for information shall be dealt with by any member of the Board of Directors expressly authorised by the Board for this purpose, via the Secretary of the Board. The directors must provide the information requested, except in cases where, in the opinion of the Chairman, publication of the requested information may harm the Company’s interests, unless the request is supported by shareholders that represent at least one quarter of the Company’s share capital. At the General Meeting, the Company’s shareholders may verbally request any information and clarifications they deem necessary about the issues included in the agenda, and should it be impossible to fulfil the shareholder’s right at that moment, the directors shall be obliged to provide such information in writing within seven days from the end of the Meeting. In all events, and for the purpose of facilitating communication between shareholders and the Company, an Investor Relations and Shareholders Department is available to shareholders, which they may contact via e-mail or telephone in order to settle any issues arising in relation to the corporate governance of the Company. In addition to all of the above, NH Hoteles, S.A. has created a webpage informing shareholders and investors in general about the most relevant occurring in the Company. The corporate website includes important information and documents on corporate governance and is designed to be a communication channel with shareholders, providing them with up to date information about every relevant aspect. E.5 Indicate whether the position of Chairman of the General Shareholders’ Meeting coincides with the position of Chairman of the Board of Directors. Describe, where applicable, what measures are taken to guarantee the independence and correct conduct of the General Shareholders’ Meeting: YES Describe the measures The Regulations of the Board of Directors, which governs everything related to calling, preparing and conducting the General Shareholders’ Meeting, as well as shareholders’ rights, guarantee the correct conduct of the Meeting. A notary public is also present to take the minutes of the Meeting and to perform the functions associated with making these records, such organising the order of speeches established for the Meeting, and taking notes or recording contributions that shareholders wish to make. E.6 Indicate, as applicable, and changes made during the financial year to the Regulations on General Shareholders’ Meetings. The General Meeting held on 29 June 2012 approved the amendment of certain articles of the General Meeting Regulations, in order to adapt them to the provisions of Act 25/2011, of 1 August, the Partial Reform of the Companies Act (Ley de Sociedades de Capital) and incorporation of Directive 2007/36/EC of the European Parliament and of the Council, of 11 July, on the exercise of certain rights of shareholders in listed companies, as well as Royal Decree-Law 9/2012, of 16 March, simplifying the duties of information and documentation relating to company mergers and demergers. E.7 Give details of attendance at the general shareholders’ meetings held during the year to which this report refers: Date of General Meeting % in person % by proxy Attendance details Electronic vote % distance voting Others 29/06/2012 32.080 40.530 0.010 0.000 72.620 Total E.8 Briefly outline the resolutions adopted in the general meetings held during the year to which this report refers and the percentage of votes with which each resolution was adopted. Ordinary General Meeting of 29 June 2012 I. Examination and approval of the Annual Accounts and the Consolidated Annual Report for the Company and Group, relating to the financial year ending 31 December 2011. Proposed distribution of profits and approval of the management of the Board of Directors. Percentage of votes approving the resolution: 99.99% II. Renewal, ratification, appointment and, where appropriate, resignation of directors. II.1 Renewal of the appointment of Iñaki Arratibel Olaziregi, as a proprietary director. Percentage of votes approving the resolution: 99.75% II.2 Renewal of the appointment of Rosalba Casiraghi as a proprietary director. Percentage of votes approving the resolution: 99.86% II.3 Renewal of the appointment of Nuria Iturragagoitia Ripoll as an independent director. Percentage of votes approving the resolution: 99.78% 46 ANNUAL CORPORATE GOVERNANCE REPORT
II.4. Ratification and renewal of the appointment of co-opted director Gilles Pélisson as an independent director. Percentage of votes approving the resolution: 99.88% II.5. Ratification and renewal of the appointment of co-opted director Corporación Financiera Caja Madrid, S.A., as a proprietary director. Percentage of votes approving the resolution: 99.51% II.6. Ratification and renewal of the appointment of co-opted director José María López-Elola González as an independent director. Percentage of votes approving the resolution: 99.88% II.7. Ratification and renewal of the appointment of co-opted director Ramón Lanau Viñals, as a proprietary director. Percentage of votes approving the resolution: 99.86% II.8. Ratification and renewal of the appointment of co-opted director José Antonio Castro Sousa, as a proprietary director. Percentage of votes approving the resolution: 99.86% III. Appointment and, where appropriate, reelection of the auditors of the company and its consolidated group. Percentage of votes approving the resolution: 99.96% IV. Approval of the company website Percentage of votes approving the resolution: 99.98% V. Amendment of the Articles of Association. V.1 Amendment of article 4 ´Registered office. Percentage of votes approving the resolution: 99.99% V.2 Amendment of article 8 ´Pre-emptive rights´. Percentage of votes approving the resolution: 99.99% V.3 Amendment of articles 21, 22, 24, 25 and 30 relating to the Annual General Meeting. Percentage of votes approving the resolution: 99.99% V.4 Amendment of articles 53 and 54 relating to the Annual Corporate Governance Report and the website, respectively. Percentage of votes approving the resolution: 99.99% VI. Amendment of the Annual General Meeting Regulations to adapt them to the new text of the Articles of Association. VI.1 Amendment of articles 8, 9 and 10 relating to calling and preparing for the Annual General Meeting. Percentage of votes approving the resolution: 99.99% VI.2 Amendment of articles 13 and 14 relating to the organisation and constitution of the Annual General Meeting. Percentage of votes approving the resolution: 99.99% VI.3 Amendment of article 22 relating to the adoption of resolutions and announcement of the result. Percentage of votes approving the resolution: 99.99% VI.4 Amendment of article 27 relating to the publication of resolutions. Percentage of votes approving the resolution: 99.99% VII. Setting the annual salary of the Board of Directors and its Committees. Percentage of votes approving the resolution: 99.97% VIII. Delegation of powers to formalise, clarify, interpret, rectify and implement the resolutions adopted by the Annual General Meeting. Percentage of votes approving the resolution: 99.97% IX. Consultative voting on the annual report on directors’ remuneration. Percentage of votes approving the resolution: 99.97% E.9 State whether there are any statutory restrictions that establish the minimum number of shares required to attend the General Shareholder’s Meeting. NO Number of shares required to attend the General Meeting E.10 State and explain the policies followed by the company in relation to delegating votes in the General Shareholders’ Meeting. Voting on proposals on agenda items of any kind of general meeting may be delegated or carried out by the shareholder by ordinary or electronic mail, or by any other means of distance communication, provided that the identity of the individual exercising their right to vote is duly guaranteed. Shareholders who vote in absentia will deemed to be present for the purposes of quorum. All shareholders entitled to attend may be represented at the Shareholders’ Meeting by another party, even if that party is not a shareholder. The representation must be conferred under the terms and with the scope established by law, in writing and for each specific meeting. This restriction shall not apply when the representative is the spouse, ascendant or descendent of the represented party, or when the representative has a general power of attorney granted in a public document to administer all the assets that the represented shareholder owns in Spanish territory. The representation may also be conferred by any means of distance communication established by the Board of Directors or the Company, provided that the identity of both the represented party and their representative is duly guaranteed. Representation granted by these means shall be accepted when the electronic document that confers the representation includes the recognised electronic signature used by the represented party, ANNUAL CORPORATE GOVERNANCE REPORT 47
- Page 1 and 2: ANNUAL REPORT 2012 CONSOLIDATED FIN
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- 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 and 38: ) Competencies The primary function
- 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: The documents in which such delegat
- 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
- Page 93 and 94: 20. SHARE-BASED REMUNERATION SCHEME
- Page 95 and 96: Provisions for pensions and similar
II.4. Ratification and renewal of the appointment of co-opted director Gilles Pélisson as an independent director.<br />
Percentage of votes approving the resolution: 99.88%<br />
II.5. Ratification and renewal of the appointment of co-opted director Corporación Financiera Caja Madrid, S.A., as a proprietary director.<br />
Percentage of votes approving the resolution: 99.51%<br />
II.6. Ratification and renewal of the appointment of co-opted director José María López-Elola González as an independent director.<br />
Percentage of votes approving the resolution: 99.88%<br />
II.7. Ratification and renewal of the appointment of co-opted director Ramón Lanau Viñals, as a proprietary director.<br />
Percentage of votes approving the resolution: 99.86%<br />
II.8. Ratification and renewal of the appointment of co-opted director José Antonio Castro Sousa, as a proprietary director.<br />
Percentage of votes approving the resolution: 99.86%<br />
III. Appointment and, where appropriate, reelection of the auditors of the company and its consolidated group.<br />
Percentage of votes approving the resolution: 99.96%<br />
IV. Approval of the company website<br />
Percentage of votes approving the resolution: 99.98%<br />
V. Amendment of the Articles of Association.<br />
V.1 Amendment of article 4 ´Registered office.<br />
Percentage of votes approving the resolution: 99.99%<br />
V.2 Amendment of article 8 ´Pre-emptive rights´.<br />
Percentage of votes approving the resolution: 99.99%<br />
V.3 Amendment of articles 21, 22, 24, 25 and 30 relating to the Annual General Meeting.<br />
Percentage of votes approving the resolution: 99.99%<br />
V.4 Amendment of articles 53 and 54 relating to the Annual Corporate Governance Report and the website, respectively.<br />
Percentage of votes approving the resolution: 99.99%<br />
VI. Amendment of the Annual General Meeting Regulations to adapt them to the new text of the Articles of Association.<br />
VI.1 Amendment of articles 8, 9 and 10 relating to calling and preparing for the Annual General Meeting.<br />
Percentage of votes approving the resolution: 99.99%<br />
VI.2 Amendment of articles 13 and 14 relating to the organisation and constitution of the Annual General Meeting.<br />
Percentage of votes approving the resolution: 99.99%<br />
VI.3 Amendment of article 22 relating to the adoption of resolutions and announcement of the result.<br />
Percentage of votes approving the resolution: 99.99%<br />
VI.4 Amendment of article 27 relating to the publication of resolutions.<br />
Percentage of votes approving the resolution: 99.99%<br />
VII. Setting the annual salary of the Board of Directors and its Committees.<br />
Percentage of votes approving the resolution: 99.97%<br />
VIII. Delegation of powers to formalise, clarify, interpret, rectify and implement the resolutions adopted by the Annual General Meeting.<br />
Percentage of votes approving the resolution: 99.97%<br />
IX. Consultative voting on the annual report on directors’ remuneration.<br />
Percentage of votes approving the resolution: 99.97%<br />
E.9 State whether there are any statutory restrictions that establish the minimum number of shares required to<br />
attend the General Shareholder’s Meeting.<br />
NO<br />
Number of shares required to attend the General Meeting<br />
E.10 State and explain the policies followed by the company in relation to delegating votes in the General Shareholders’<br />
Meeting.<br />
Voting on proposals on agenda items of any kind of general meeting may be delegated or carried out by the shareholder by ordinary or electronic<br />
mail, or by any other means of distance communication, provided that the identity of the individual exercising their right to vote is duly guaranteed.<br />
Shareholders who vote in absentia will deemed to be present for the purposes of quorum.<br />
All shareholders entitled to attend may be represented at the Shareholders’ Meeting by another party, even if that party is not a shareholder. The<br />
representation must be conferred under the terms and with the scope established by law, in writing and for each specific meeting. This restriction<br />
shall not apply when the representative is the spouse, ascendant or descendent of the represented party, or when the representative has a general<br />
power of attorney granted in a public document to administer all the assets that the represented shareholder owns in Spanish territory.<br />
The representation may also be conferred by any means of distance communication established by the Board of Directors or the Company, provided<br />
that the identity of both the represented party and their representative is duly guaranteed. Representation granted by these means shall be<br />
accepted when the electronic document that confers the representation includes the recognised electronic signature used by the represented party,<br />
ANNUAL CORPORATE GOVERNANCE REPORT 47
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