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52. The Audit Committee notifies the Board, prior to it adopting the corresponding decisions, about the following issues indicated in Recommendation 8: a) The financial information that the company, as a listed company, must periodically disclose. The Committee must ensure that the interim accounts are drafted using the same accounting criteria as the annual accounts, and therefore consider the appropriateness of a limited review by the external auditor. b) The creation or acquisition of shareholdings in special purpose vehicles or those registered in countries or territories considered tax havens, as well as other similar transactions or operations that, due to their complexity, could impair the transparency of the group. c) Related party transactions, unless another supervision and control committee is has been appointed to draw up the report. See sections: B.2.2 and B.2.3 Complies 53. The Board of Directors shall seek to file financial statements that are free from reservations or qualifications in the audit report to the General Meeting, and in the exceptional circumstances in which they may exist, both the Chairman of the Audit Committee and the auditors shall provide the shareholders with a clear explanation of the content and scope of such reservations or qualifications. See section: B.1.38 Complies 54. The majority of the members of the Appointments Committee (or Appointments and Remuneration in the case of a single committee) are independent directors. See section: B.2.1 Explain The Appointments and Remuneration Committee is made up of an independent director (Gilles Péllison), who also acts as chairman, and two proprietary directors. 55. In addition to the functions indicated in the preceding Recommendations, the following correspond to the Appointments Committee: a) Evaluate the skills, knowledge and experience required by the Board in order to define the abilities and functions required by candidates to cover each vacancy, and to assess the time and dedication required to correctly carry out their functions. b) Examine or organise, as considered most appropriate, the Chairman’s and the chief executive’s succession, and if necessary bring proposals before the Board so that such successions are effected in an orderly well-planned fashion. c) Notify the Board of appointments and departures of senior managers proposed by the Chief Executive Director. d) Inform the Board about gender diversity issues indicated in Recommendation 14 of this Code. See section: B.2.3 Complies 56. The Appointments Committee consults the chairman and the Chief Executive Director of the company, particularly regarding issues concerning executive directors. And that any director can request the Appointments Committee to take into consideration potential candidates to cover any director vacancies, if they consider the candidate appropriate. Complies 57. In addition to the functions indicated in the preceding Recommendations, the following correspond to the Remuneration Committee a) Propose to the Board of Directors: i) The remuneration policy for directors and senior managers; ii) The individual remuneration of executive directors and the other conditions of their contracts; iii) The basic conditions of contracts of senior managers. b) Safeguard compliance with the remuneration policy established by the company. See sections: B.1.14 and B.2.3 Complies 58. The Remuneration Committee consults the Chairman and the Chief Executive Director of the company, particularly in relation to issues regarding executive directors and senior managers. Complies 56 ANNUAL CORPORATE GOVERNANCE REPORT
G - OTHER USEFUL INFORMATION If you consider that there is any relevant principle or aspect relating to the corporate governance practices applied by your company that has not been included in this report, please comment and explain their content below. SECTION A.3 The information contained in table A.3 sets out exclusively the number of voting rights held directly by private individuals and legal entities that have the status of members of the Board of Directors. This number does not include the voting rights held by legal entities that have requested and assigned proprietary directors. SECTION A.5 All relations of a commercial, contractual or corporate nature made between significant shareholders and the Company and/or its group have been described in section C.2 and C.3 (in so far as the significant shareholders are also Company directors). These relations have not been included in section A.5 since these transactions are considered to arise from the ordinary course of the Company’s business. SECTION B.1.11 Without prejudice to the breakdown given in this section, it should be noted that along with the Annual Corporate Governance Report, the Board has prepared an annual report on the remuneration of its directors, which includes complete, clear and comprehensible information on the company remuneration policy approved by the Board for the current year, as well as that planned for future years, where appropriate. It also includes an overall summary of how the remuneration policy was applied during the year, as well as details of the individual salaries paid to each director. The report will be distributed and put to the vote, on a consultative basis and as a separate agenda item, at the Annual General Meeting. With respect to section B.1 .11 d), no details have been given regarding the percentage that defines the relationship between the total remuneration of the directors and the profit attributed to the parent company as there was no profit in the <strong>2012</strong> financial year. SECTION B.1.12 The persons listed in the section referred to and who are members of the senior management correspond to the members of the Management Committee, as well as the Internal Audit Director. SECTION B.1.17 The director Carlos González Fernández holds the position of director in the company Novagalicia Banco, S.A., in which Hoteles Participados, S.A. is a shareholder.. SECTION B.1.38 On the date of issue of this report, the auditors had not yet issued the relevant Audit Report, as the legally established deadline for doing so had not passed. SECTION B.1.40 As regards the stake held by José Antonio Castro Sousa, it should be noted that the shares are held through various companies belonging to the group Grupo Inversor Hesperia, of which Mr Castro Sousa is an indirect shareholder. In that respect, it should be stressed that the activity of most of those companies consists of owning hotels used by NH Hoteles, S.A. With respect to the references that are made to the interests held by the three directors that represent Banco Financiero de Ahorros (namely, Sociedad de Promoción y Participación Empresarial Caja Madrid, S.A. , Corporación Financiera Caja de Madrid and Participaciones y Cartera de Inversión, S.L.) in seven companies with a similar corporate purpose to that of NH Hoteles, S.A., it should be noted that the interests are held indirectly through different companies belonging to the Banco Financiero de Ahorros group and, therefore, they are repeated in the references to the three directors. Lastly, we wish to emphasise that the 0.0117% interest held by Mr Pélisson in the company Accor, S.A., was conferred upon him as a Chairman and Chief Executive of the company. SECTION C.2 In relation to the lease agreements between the significant shareholder PONTEGADEA INVERSIONES, S.L. and various companies of the NH HOTELES, S.A. group, it should be noted that these agreements have actually been signed by the company PONTEGADEA INMOBILIARIA, S.L., a company that is 100% owned (indirectly) by PONTEGADEA INVERSIONES, S.L. SECTION F.25 It is systematic practice in the company and is part of its internal procedures, that when new directors are selected, they are given informative and refresher sessions with the different management structures to provide them with information about internal aspects of the Company to help them to perform their duties better as directors of NH Hoteles, S.A. You may include any other information, clarification or table in this section, related to the previous sections of the report, which may be relevant but not repetitive. Specifically, please indicate whether the company is subject to legislation other than Spanish in relation to corporate governance and, as applicable, include the information that must be provided and that is different to the information required by this report. Binding definition of independent director: Indicate whether any of the independent directors maintains or has maintained any relation with the company, its significant shareholders or its managers, the significance or importance of which would have disqualified the director from being considered as independent in accordance with the definition included in Section 5 of the Unified Code of Good Governance: Sign and date: This annual corporate governance report has been approved by the company’s Board of Directors in its session of 20/03/2013 NO Indicate whether any directors voted against or abstained in relation to the approval of this report. NO ANNUAL CORPORATE GOVERNANCE REPORT 57
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ANNUAL REPORT 2012 CONSOLIDATED FIN
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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 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: 45. Supervision of compliance with
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
Page 103 and 104: 27.3 Personnel expenses This item i
Page 105 and 106: 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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