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1.2 Existence of the following elements, especially in relation to the financial information generation process:
1.2.1 Departments and/or mechanisms responsible for: (i) the design and supervision of the organisational structure; (ii) clearly defining the chain
of responsibility and authority with an adequate distribution of tasks and functions; and (iii) ensuring that there are adequate procedures for
disseminating it within the company.
Defining and reviewing the organisational structure of the Group is the responsibility of the Management Committee. Significant changes
to the organisation chart, when they occur, are approved by the Board of Directors on presentation by the Appointments and Remuneration
Committee. The organisation chart is available to all employees on the Group intranet.
All group employees are duly informed both of the chain of hierarchical responsibility and functions. To that end, internal channels of
communication are used, most notably the intranet, managerial meetings and notice boards in each hotel.
In order to fulfil the objectives and responsibilities relating to maintenance and supervision of the Financial Information Control process,
specific functions have been defined within the organisational structure, and these apply to those responsible for each process involved with
Financial Information. The objectives of these functions are to ensure compliance with the implemented controls, analyse how they function,
and provide information about any changes or incidents that may occur.
On an ascending scale of responsibility, this structure includes the supervisors of each process in the area of control, the directors of each
business unit and the directors of each corporate area directly concerned with the processes related to the internal financial information
control system. The Finance Department is entrusted with receiving information form the different individuals responsible for the process
and is also responsible for ensuring correct operation of the internal control system.
1.2.2 Code of Conduct, approval body, level of dissemination and instruction, body responsible for analysing non-compliance and for proposing
corrective actions and penalties.
Responsibility for approving the Code of Conduct rests with the Board of Directors of NH Hoteles, S.A. The document affects all NH group
employees, being applicable not only to employees and members of the Board of Directors, but also, in certain cases, to customers and
suppliers.
On 24 May 2011, the Board of Directors approved a new Code of Conduct, which has replaced the previous document that was approved
in 2003.
All Group employees have been informed of the Code of Conduct, along with additional training material (“Practical Guide for Employees”,
“Frequently Asked Question”), by various online and offline means which are permanently available to employees on the company intranet.
When the Code of Conduct was approved in 2011, a procedure was established under which each employee with a personal email address
was sent the new Code of Conduct, asking them to abide by it; their email address was stored in a database kept by the Human Resources
Department. With respect to those joining the company since its approval, the Code of Conduct forms part of the employment contract
signed by new employees, who are therefore obliged to adhere to it.
In addition, employees receive online courses designed to ensure they have sufficient knowledge of the Code of Conduct.
Any modification of the Code of Conduct must be previously approved by the Board of Directors, and employees and any other people
affected must be notified.
The Code of Conduct contains the following points specifically relating to financial information and the recording of transactions:
- Section 3.2.4 c) states that “NH Hoteles shall ensure that all records of financial and accounting activity are prepared in an accurate and
reliable manner, cooperating with and facilitating the work of the internal audit, inspection and intervention units and other internal
control units, as well as that of external auditors and competent authorities, in all cases collaborating with the Justice department”.
- Section 3.2.7 a) expressly states that “transparency of information is a fundamental principle of the conduct of the Group, being a
commitment to giving reliable information to markets, whether financial or of any other kind. The company’s financial information, both
internal and external, will thereby offer a true reflection of its financial situation and its assets, in accordance with general accepted
accounting principles’.
The aforesaid section stresses that “the individuals responsible must transmit truthful, complete and comprehensible financial information.
Under no circumstances shall they knowingly provide incorrect, inaccurate or imprecise information, with the following forms of conduct
being clearly and specifically prohibited:
- to keep records of transactions recorded on media other than normal accounting records that are not entered into official books;
- to record non-existent expenditure, income, assets or liabilities;
- to make entries in accounting books, incorrectly indicating their object;
- to use false documents;
- to deliberately destroy documents before the end of the legally-required time limit for retaining them”.
1.2.3 Defined complaints channel
A procedure has been established for lodging complaints about breaches of the principles enshrined in the Code of Conduct, and this
enables employees to provide confidential information about any non-compliance with the principles set out in the Code of Conduct.
The procedure for reporting and dealing with possible non-compliance and reports relating to the Code of Conduct is administered by
the manager of the Group Internal Audit Department, who acts independently, giving an account of the most significant incidents over the
course the year to the Company’s Audit and Control Committee.
Complaints should preferably by lodged electronically using a channel expressly set up for the purpose on the NH Hoteles intranet
(codeofconduct@nh-hotels.com), through which they are forwarded to the director of the Internal Audit Department, thereby ensuring
that they remain confidential. In addition, they may be sent by ordinary mail to Santa Engracia 120, 28003 Madrid, Spain, addressed to the
Director of Internal Audit of NH Hoteles, S.A.
The director of the Internal Audit Department is responsible for examining the information submitted, requesting the relevant evidence and
reports and, where appropriate, presenting the files containing all the information in his possession to the chairman of the Board of Directors
of NH Hoteles, S.A. All relevant complaints are presented to the chairman of the Audit and Control Committee.
Since the new Code of Conduct came into force, no relevant complaint of any kind that could lead to any measures being taken has been
received.
ANNUAL CORPORATE GOVERNANCE REPORT 59