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25. Companies establish an orientation programme that provides new directors with a quick but sufficient understanding of the company and of its rules of corporate governance. And directors are also offered programmes to improve their knowledge when circumstances demand. Complies 26. Companies require directors to dedicate the time and effort required to discharge their duties effectively and, as a result: a) That directors notify the Appointments Committee of any other professional obligations that could interfere with the commitment required; b) That companies regulate the number of boards their directors may belong to. See sections: B.1.8, B.1.9 and B.1.17 Complies 27. Proposals on the appointment or re-election of directors submitted by the Board to the General Meeting of Shareholders, as well as their provisional appointment by co-option, are to be passed by the Board: a) Upon a proposal by the Appointments Committee in the case of independent directors; b) Upon a prior report from the Appointments Committee in the case of other directors. See section: B.1.2 Complies 28. Companies publish and update the following information about their directors on their website: a) Professional profile and biography; b) Other boards they sit on, irrespective of whether these are listed companies; c) Indication of the type of director, stating in the case of proprietary directors, the shareholder that they represent or with which they have ties; d) Date of their first appointment as a director in the company as well as the date of subsequent re-appointments; and e) Shares and share options held by the director. Partially complies Although the updated composition of the Board is published on the website, giving the date of their first and most recent appointment, as well as their category and shareholding, not all the detailed information that is recommended is provided. 29. Independent directors do not hold their directorship for more than 12 consecutive years. See section: B.1.2 Complies 30. Proprietary directors present their resignation when the shareholder they represent sells its entire shareholding. And the number of proprietary directors is also reduced when the shareholders in question reduce their holdings to a level that requires fewer such directors. See sections: A.2, A.3 and B.1.2 Complies 31. The Board of Directors does not propose the removal of any independent director before the statutory period for which the director has been appointed concludes, unless the Board has just cause, based on a report by the Appointments Committee. In particular, just cause shall be understood to include the case of a director has failed to discharge the duties inherent in their position, or falls under any of the circumstances described in part five of chapter III of the definitions of this Code. The removal of independent directors may also be proposed as a result of mergers, takeovers or other similar corporate actions that change the structure of the company’s capital when said changes obey the criteria of proportionality indicated in Recommendation 12. See sections: B.1.2, B.1.5 and B.1.26 Complies 32. Companies establish rules that require directors to inform and, as applicable, resign when circumstances arise that could damage the company’s credibility and reputation, and in particular to notify the Board of any criminal proceedings in which they are involved, and the subsequent developments of any court action. If a director is indicted or tried for any of the offences set forth in Article 124 of the Spanish Public Limited Companies Act, the Board shall examine the case as soon as possible and, based on the specific circumstances, decide whether the director should continue in their post. The Board reports and explains all such occurrences in the Annual Corporate Governance Report. See sections: B.1.43 and B.1.44 Complies 33. All directors clearly express their opposition when they believe that a proposal for a decision presented to the Board may not be in the Company’s interests. Particularly independent and other directors who are not affected by any potential conflict of interest should oppose decisions that may be detrimental to shareholders not represented on the Board. 52 ANNUAL CORPORATE GOVERNANCE REPORT
When the Board adopts significant or repeated decisions about which a director has serious reservations, the director draws the appropriate conclusions and, if they decide to resign, explains the reasons in the letter referred to in the following recommendation. This recommendation also applies to the secretary of the Board, even though they may not be a director. Complies 34. When, due to resignation or for other reasons, a director vacates their post before the end of their term, they explain the reasons in a letter sent to every member of the Board. And, notwithstanding the fact that this departure is reported as a significant event, the reason for the departure is reported in the Annual Corporate Governance Report. VSee section: B.1.5 Complies 35. The remuneration policy approved by the Board specifies at least the following issues: a) Amount and breakdown, as applicable, of fixed components of the expenses for participation on the Board and its Committees and an estimate of the annual fixed remuneration from which they originate; b) Variable remuneration concepts, including specifically: i) The types of directors to which they apply, as well as an explanation of the relevant percentage of variable remuneration concepts compared to fixed; ii) Performance valuation criteria on which entitlement to share-based remuneration is based, including share options or any variable component; iii) Main parameters and basis of any annual bonus system or other non-cash benefits; and iv) An estimate of the sum total of variable payments arising from the proposed remuneration plan, based on the degree of fulfilment of the reference premises or targets. c) Main characteristics of the benefits systems (for example, supplementary pensions, life insurance and similar benefits), with an estimate of their amount and equivalent annual cost; d) Conditions that must apply to the contracts of those who hold senior management positions as well as executive directors, which should include: i) Duration; ii) Notice periods; and iii) Any other clauses relating to employment bonuses as well as indemnities or ”golden parachute” agreements for early cancellation or termination of the contractual relationship between the company and the executive director. See section: B.1.15 Complies 36. Remuneration in shares in the company or in group companies, share options or share-based instruments, variable remuneration linked to the performance of the company or benefits systems are all limited to executive directors. This recommendation will not include the provision of shares when it is conditional upon directors to hold them until their departure as a director. See sections: A.3 and B.1.3 Explain In recognition of his exceptional work as Chairman of NH Hoteles, the Board has agreed to pay Mr. Rodrigo Echenique a variable amount, apart from his fixed allocation, linked to the achievement of certain strategic-corporate company goals. 37. External directors should receive the remuneration necessary to reward the dedication, qualifications and responsibility that the post demands; but not so high as to compromise their independence. Complies 38. Remuneration linked to the results of the company shall take into consideration any possible qualifications in the auditor’s report that might reduce such results. Not applicable 39. In the case of variable remuneration, payment policies incorporate the technical safeguards required to ensure that such remuneration is in line with professional performance of the beneficiaries and is not simply derived from the general evolution of the markets or the business sector of the company or from other similar circumstances. Complies 40. The Board submits a report on the remuneration policy of the directors as a separate item on the agenda, for consultation purposes, to be voted on by the General Shareholders’ Meeting. This report is made available to shareholders, either separately or in any other format that the company deems appropriate.. The report will especially focus on the remuneration policy approved by the Board for the current year as well as, if applicable, estimates for future years. It will deal with all issues referred to in Recommendation 35, except for those cases that may involve the disclosure of sensitive commercial information. It will emphasise the most significant changes in these policies compared to those applied during the previous year. It will also include an overall summary of how the remuneration policy was applied the previous year. ANNUAL CORPORATE GOVERNANCE REPORT 53
Page 1 and 2: ANNUAL REPORT 2012 CONSOLIDATED FIN
Page 3 and 4: ANNUAL REPORT 2012 CONSOLIDATED FIN
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 and 46: The documents in which such delegat
Page 47 and 48: II.4. Ratification and renewal of t
Page 49 and 50: a) The transformation of listed com
Page 51: See sections: B.1.2, B.1.27 and B.2
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
Page 97 and 98: Total Corporate Tax Income or Expen
Page 99 and 100: Year of origin Amount Offsetting De
Page 101 and 102: Contingent assets and liabilities T
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27.3 Personnel expenses This item i
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27.6 Financial expenses and changes
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FUNDING AGREEMENTS € Thousand 201
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29.1 Information on main segments
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Holder Investee company Activity Nu
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After the capital increase, the sha
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Similarly, the owners’ associatio
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ANNEX I: SUBSIDIARIES Data on the C
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Investee company Registered address
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ANNUAL REPORT OF THE AUDIT COMMITTE
Page 124:
websites OF INTEREST: ITP INTERNATI
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