Download Complete PDF - Informe Anual 2012

Authorisation of the Board shall not be required however, for related party transactions that simultaneously meet the following three conditions:
1ª. That are carried out under agreements with standardised conditions and are applied in a general way to numerous clients;
2ª. That are carried out at established rates or prices, which in general are set by the supplier of the good or service;
3ª. Operations with a quantity that does not exceed 1% of the company’s annual revenues.
The Board is advised to approve related party transaction that receive a prior favourable report from the Audit Committee or from any other
committee that has been authorised to this end; and that the directors involved not only abstain from voting (without the right to delegation),
but also vacate the meeting room while the Board deliberates and votes on the issue.
It is advisable that the competencies attributed to the Board in these matters should not be delegated, except in the aforementioned points b)
and c), which may be adopted for reasons of urgency by the Executive Committee, and subsequently ratified by a plenary session of the Board.
See sections: C.1 and C.6
Partially complies
The Company complies with the recommendation in this section, except for those points established in section b.i.), for which the Board of Directors
considers that the decision regarding the appointment and possible removal of senior managers must correspond and continue to correspond to
the Chief Executive Director of the Company. Notwithstanding the above, the Regulations of the Board of Directors attributes responsibility to the
Appointments and Remuneration Committee to provide a prior report on the appointment or dismissal of the managers that report directly to the
Chief Executive Director.
9. That, in the interests of effectiveness and participation, the Board should comprise no less than five and no more than 15 members.
See section: B.1.1
Complies
10. External proprietary directors and independent directors comprise a significant majority of the Board of Directors, and the number of executive
directors is kept to a minimum, taking into account the complexity of the corporate group and the percentage shareholdings of the executive
directors in the company.
See sections: A.2, A.3, B.1.3 and B.1.14
Not applicable
11. If there is an external director who cannot be considered a proprietary director or an independent director, the company should explain this
circumstance and their relationship either with the company or its managers, or its shareholders.
See section: B.1.3
Not applicable
12. Among the external directors, the proprietary/independent director ratio should reflect the existing ratio between the capital of the company
represented by the proprietary directors and the remaining capital.
This criterion of strict proportionality can be relaxed so that the percentage of proprietary directors is greater than the total percentage of capital they represent:
1º In large cap companies in which few or no shareholdings are legally considered significant, but which include block stockholdings of
considerable value.
2º In companies in which there are numerous shareholders represented on the Board and these shareholders have no links between them.
See sections: B.1.3, A.2 and A.3
Complies
13. The number of independent directors represents at least one third of the total directors.
See section: B.1.3
Explain
Of the 15 directors that make up the Board of Directors of NH Hoteles, S.A., ten are external directors, four are independent directors and one is an executive
director. The four independent directors represent 26.667% of the total number of members, which, rounded up, makes up a third of the members.
14. Each specific directorship is explained by the Board to the General Shareholders’ Meeting, which must make or ratify the appointment, and is
confirmed or, as applicable, reviewed annually in the Annual Corporate Governance Report following verification by the Appointments Committee;
and this report also explains the reasons why proprietary directors may have been appointed at the request of shareholders who hold less than 5%
of the capital; and states the reasons for denying, as applicable, formal requests for representation on the Board from shareholders whose holding is
equal to or above that of other shareholders at whose request proprietary directors have been appointed.
See sections: B.1.3 and B.1 4
Complies
15. When the number of directors is few or none, the Board explains the reasons and the initiatives adopted to correct this situation; and in particular,
the Appointments Committee ensure that when new vacancies arise:
a) The selection procedures do not suffer from any implicit bias that hampers the selection of female directors;
b) The company deliberately seeks and includes women who match the professional profile sought among the potential candidates.
50 ANNUAL CORPORATE GOVERNANCE REPORT