Download Complete PDF - Informe Anual 2012

or another form of signature that provides adequate guarantees of authenticity and identification of the shareholder conferring representation, and
complies with the other requirements legally established at that time.
The documents in which such delegations or proxies for the General Meeting appear shall reflect voting instructions. If no such express voting
instructions appear, it shall be construed that the proxy holder shall vote in favour of the proposals put forward by the Board of Directors for
resolutions on the items included in the agenda.
If no voting instructions have been given because the General Shareholders’ Meeting will be voting on matters that, at the time the delegation was
granted, were not included on the agenda and were therefore unknown, the representative may vote in the way they consider most benefits the
interests of the Company. The same shall apply when the corresponding proposal or proposals put to the vote have not been drafted by the Board
of Directors.
Should the proxy or delegation document fail to indicate the specific person to whom the shareholder wishes to grant proxy, it shall be construed
to have been granted to the Chairman of the company’s Board of Directors or to the person he/she may designate, or to whoever may replace him/
her as Chairman of the General Meeting.
The Chairman of the General Shareholders’ Meeting, its Secretary or those designated by them shall be construed to have been empowered to
determine the validity of any proxies granted and the fulfilment of the requirements to attend the Meeting.
Representation will always be revocable. If the represented party attends the Meeting in person, the representation shall be deemed to be revoked.
Shareholders that are natural persons without the full capacity to act, and shareholders that are legal entities, shall be represented by parties legally
accredited to represent them.
In all circumstances, both for cases of voluntary representation and for legal representation, no more than one representative may be present at
the Meeting.
The Chairman of the General Shareholders’ Meeting or, through delegation, the Secretary thereof, shall settle any questions which may arise
concerning the validity and efficacy of documents from which any shareholders’ right to attend General Meetings on an individual basis or through
pooling their shares with other shareholders are derived, as well as any regarding delegating or granting proxies to another person. They shall solely
deem as invalid and ineffective those documents which fail to meet essential minimum legal or statutory requirements, provided such defects have
not been corrected.
In the event of a public request for representation, the provisions of article 186 of the revised text of the Companies Act (Ley de Sociedades Capital)
and, where appropriate, article 514 of the same text shall apply. In particular, the document granting the power must contain or have attached to
it the agenda of the meeting, as well as the request for instructions for exercising the right to vote and an indication of how the representative will
vote in the event that precise instructions are not given. In those cases, the director or person acting as proxy may not exercise the right to vote
corresponding to the shares represented on any items on the agenda regarding which they may have a conflict of interest and, in any event, with
respect to any resolutions on (i) their own appointment or ratification, dismissal, suspension or removal from office as a director, (ii) questions of
liability involving them, (iii) the approval or ratification of the company’s transactions with the director in question, with companies controlled by
them or which they may represent or with any persons acting on their behalf.
Foreseeing the possibility of conflicts, the proxy may be granted to another person on a subsidiary basis.
E.11 Indicate whether the company is aware of the policy of institutional investors regarding participate, or not, in
the company’s decisions:
E.12 State the address and method of accessing corporate governance content on your website.
NO
All information of interest to shareholders, including the Corporate Governance Reports approved annually, are available at all times on the NH Hoteles,
S.A. website www.nh-hotels.com under the section entitled “Shareholder Information”.
F - DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE
RECOMMENDATIONS
Indicate the Company’s degree of compliance with the recommendations of the Unified Code of Good Governance. In cases of non-compliance, explain
the recommendations, rules, practices and criteria applied by the company.
1. The Bylaws of listed companies should not limit the maximum number of votes that a single shareholder may cast, nor contain other restrictions that
stand in the way of a company take-over through the acquisition of its shares in the market.
See sections: A.9, B.1.22, B.1.23 and E.1, E.2
Complies
2. When a parent company and a subsidiary company are both stock market listed, both must provide detailed disclosure on:
a) Their respective areas of activity and possible business relations between them, as well as between the listed subsidiary and the other companies
in the group;
b) The mechanisms in place for resolving potential conflicts of interest that may arise.
See sections: C.4 and C.7
Complies
3. Although not expressly required under mercantile law, operations that involve a structural change to the company, especially the following, are subject
to the approval of the General Shareholders’ Meeting:
48 ANNUAL CORPORATE GOVERNANCE REPORT