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The Board also reports on the role of the Remuneration Committee in drafting the remuneration policy, and if external advice has been used, the identity of the external consultants used is stated. See section: B.1.16 Partially complies Although the Board of Directors approves an extensive Remuneration Policy Report, submitting in to the General Shareholders’ Meeting for consultation, the report does not include each and every aspect listed in Recommendation 35. 41. The Annual Report shall include details of the individual remuneration earned by the directors during the year, as well as: a) The breakdown of the remuneration of each director, which will include as applicable: i) Attendance expenses or other fixed remuneration as a director; ii) Any additional remuneration as chairman or as a member of another committee of the Board; iii) Any remuneration in the form of profit-sharing or bonuses and the reason why they have been granted; iv) Contributions made on behalf of the direct to defined contribution pension plans; or the increase in the consolidated rights of the director in relation to contributions to defined benefit schemes; v) Any compensation agreed or paid in the event of termination of duties; vi) Remuneration received as a director of other companies in the group; vii) Remuneration for carrying out senior management duties by executive directors; viii) Any other remuneration other than the above, whatever its nature or the group entity that pays it, particularly when it is considered a related party transaction or if omission distorts the true perception of the total remuneration received by the director. b) The individualised breakdown of any share awards to directors, stock options or any other share-based instrument, detailing the following: i) Number of shares or options granted for the year, and their exercise conditions; ii) Number of options exercised during the year, indicating the number of shares affected and the exercise price; iii) Number of options unexercised at the end of the year, indicating their price, date and other exercise conditions; iv) Any changes made during the year to the exercise conditions of options already granted. c) Information about the relationship during the previous year between the remuneration received by executive directors and the results or other performance indicators of the company. Partially complies The annual report reflects the majority of the information referred to in sections a) and b), but not the information described in section c).). 42. When there is a Delegate or Executive Committee (hereinafter “Executive Committee”), the participation structure of the different types of directors is similar to that of the main Board and its secretary is the Secretary of the Board. See sections: B.2.1 and B.2.6 Complies 43. The Board is always aware of the issues and the decisions adopted by the Executive Committee and each member of the Board receives a copy of the minutes of the Committee’s meetings. Complies 44. In addition to the Audit Committee required by the Spanish Securities Market Act (LMV), the Board of Directors also creates a committee, or two separate committees, for appointments and remuneration. The rules regarding the composition and functioning of the Audit Committee and the committee(s) for appointments and remuneration appear in the Regulations of the Board of Directors and include the following: a) The Board appoints the members of the committees on the basis of their knowledge, skills and experience and the tasks of each committee; deliberates on their proposals and reports; and at the first plenary session of the Board following their meetings, directors must report on their activity and be held accountable for the work they have done; b) These committees are exclusively formed of external directors, comprising at least three members. The foregoing does not exclude the attendance of executive directors or senior managers when the members of the committee expressly agree; c) The chairmen are independent directors; d) They have access to external advice when they deem it necessary to perform their duties; e) Minutes should be drafted on each meeting, a copy of which should be sent to all Board members. See sections: B.2.1 and B.2.3 Complies 54 ANNUAL CORPORATE GOVERNANCE REPORT
45. Supervision of compliance with the internal codes of conduct and the rules on corporate governance is the responsibility of the Audit Committee, the Appointments Committee, or if separate, the committees for compliance or corporate governance. Complies 46. Members of the Audit Committee, particularly its chairman, are appointed on the basis of their knowledge and experience in accountancy, audit or risk management. Complies 47. Listed companies have an internal audit which, supervised by the Audit Committee, ensures the correct operation of the information and internal control systems. Complies 48. The internal audit manager presents their annual work plan to the Audit Committee; they inform the committee directly of the incidents arise during its implementation; and, at the end of each financial year, they submit an activity report to the committee. Complies 49. The risk management and control policy identifies at least the following: a) The different types of risk (operational, technological, financial, legal, reputation-related, etc.) to which the company is exposed, including contingent liabilities and other off-balance sheet risks among financial and economic risks; b) The level of risk that the company considers acceptable; c) The measures planned to mitigate the impact of identified risks should they materialise; d) The internal control and information systems that will be used to control and manage the aforementioned risks, including contingent liabilities or off-balance-sheet risks. See sections: D Complies 50. It is the responsibility of the Audit Committee to: 1º In relation to internal control and information systems: a) Supervise the process of preparing and safeguard the integrity of the financial reporting relating to the company and, should it be the case, to the group, reviewing compliance with regulations, the adequate delimitation of the consolidated group and the proper application of accounting standards. b) Periodically review the internal control and risk management systems so that the principal risks are identified, managed and appropriately recorded. c) Ensure the independence and effectiveness of the internal audit; propose the selection, appointment, re-election and removal of the internal audit service manager; propose the budget for this service; receive periodic information about its activities; and verify that senior management takes into account the conclusions and recommendations of its reports. d) Establish and supervise a mechanism that allows employees to confidentially, and as applicable anonymously, communicate any potential irregularities, particularly financial and accounting, they discover within the Company. 2º In relation to the external auditor: a) Present to the Board of Directors proposals to select, appoint, re-elect and substitute the external auditor, as well as the conditions of its contract. b) Receive information about the audit plan and its results from the external auditor on a regular basis and verify that senior management takes its recommendations into account. c) Ensure the independence of the external auditor, and for this purpose: i) That the company notifies the Spanish Securities and Exchanges Commission of the change of auditor as a significant event and accompanies it with a statement about the existence of disagreements with the outgoing auditor and the content of such disagreements, if they exist; ii) That it ensures that the company and the auditor follow prevailing regulations on the provision of services other than audit services, the limits on the concentration of business with the auditor and, in general, any other regulations established to ensure the independence of the auditors; iii) That in the case of the resignation of the external auditor, to examine the circumstances that may have caused it. d) In the case of groups, encourage the group auditor to take responsibility for the audits of the companies that comprise it. See sections: B.1.35, B.2.2, B.2.3 and D.3 Complies 51. The Audit Committee may summon any employee or director of the company, and may require the appearance of the same without the presence of any other director. Complies ANNUAL CORPORATE GOVERNANCE REPORT 55
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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 and 46: The documents in which such delegat
Page 47 and 48: II.4. Ratification and renewal of t
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Page 51 and 52: See sections: B.1.2, B.1.27 and B.2
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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
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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
Page 103 and 104: 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
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websites OF INTEREST: ITP INTERNATI
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