Download Complete PDF - Informe Anual 2012
Download Complete PDF - Informe Anual 2012
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G - OTHER USEFUL INFORMATION<br />
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<br />
included in this report, please comment and explain their content below.<br />
SECTION A.3<br />
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<br />
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<br />
proprietary directors.<br />
SECTION A.5<br />
All relations of a commercial, contractual or corporate nature made between significant shareholders and the Company and/or its group have been<br />
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<br />
since these transactions are considered to arise from the ordinary course of the Company’s business.<br />
SECTION B.1.11<br />
Without prejudice to the breakdown given in this section, it should be noted that along with the Annual Corporate Governance Report, the Board<br />
has prepared an annual report on the remuneration of its directors, which includes complete, clear and comprehensible information on the company<br />
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<br />
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<br />
distributed and put to the vote, on a consultative basis and as a separate agenda item, at the Annual General Meeting.<br />
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<br />
directors and the profit attributed to the parent company as there was no profit in the <strong>2012</strong> financial year.<br />
SECTION B.1.12<br />
The persons listed in the section referred to and who are members of the senior management correspond to the members of the Management Committee,<br />
as well as the Internal Audit Director.<br />
SECTION B.1.17<br />
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<br />
shareholder..<br />
SECTION B.1.38<br />
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.<br />
SECTION B.1.40<br />
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<br />
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<br />
companies consists of owning hotels used by NH Hoteles, S.A.<br />
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<br />
Promoción y Participación Empresarial Caja Madrid, S.A. , Corporación Financiera Caja de Madrid and Participaciones y Cartera de Inversión, S.L.) in seven<br />
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<br />
belonging to the Banco Financiero de Ahorros group and, therefore, they are repeated in the references to the three directors.<br />
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<br />
Executive of the company.<br />
SECTION C.2<br />
In relation to the lease agreements between the significant shareholder PONTEGADEA INVERSIONES, S.L. and various companies of the NH HOTELES,<br />
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<br />
100% owned (indirectly) by PONTEGADEA INVERSIONES, S.L.<br />
SECTION F.25<br />
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<br />
sessions with the different management structures to provide them with information about internal aspects of the Company to help them to perform their<br />
duties better as directors of NH Hoteles, S.A.<br />
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<br />
repetitive.<br />
Specifically, please indicate whether the company is subject to legislation other than Spanish in relation to corporate governance and, as applicable, include<br />
the information that must be provided and that is different to the information required by this report.<br />
Binding definition of independent director:<br />
Indicate whether any of the independent directors maintains or has maintained any relation with the company, its significant shareholders or its managers,<br />
the significance or importance of which would have disqualified the director from being considered as independent in accordance with the definition<br />
included in Section 5 of the Unified Code of Good Governance:<br />
Sign and date:<br />
This annual corporate governance report has been approved by the company’s Board of Directors in its session of 20/03/2013<br />
NO<br />
Indicate whether any directors voted against or abstained in relation to the approval of this report.<br />
NO<br />
ANNUAL CORPORATE GOVERNANCE REPORT 57