C.5 State whether any of the members of the Board of Directors have found themselves in a conflict of interest
during the year, according to Article 127 c of the Spanish Public Limited Companies Act (LSA).
NO
C.6 Describe the mechanisms established to detect, determine and resolve possible conflicts of interest between
the Company and/or its group, and their directors, managers or significant shareholders.
Article 32 of the Board Regulations sets forth the mechanisms to detect, determine and resolve any possible conflicts of interest between the company
and/or its group, and their directors, stating that directors shall perform their functions with absolute loyalty to the company’s corporate interests.
Directors must therefore comply with the following obligations and requirements:
a) Directors may not use the name of the Company nor cite their position as directors in order to carry out transactions on their own behalf or on behalf
of parties related to them.
b) Directors may not make investments or carry out transactions associated with the Company’s assets, of which they have knowledge through the
performance of their duties, for their own benefit or for the benefit of those related to them, when such transactions have been offered to the
Company, or in which the Company has an interest, except when the Company has rejected them without the involvement of the director.
c) Directors may not make use of the Company’s assets nor their position within the Company to their economic advantage unless an appropriate
consideration has been made.
If the benefit is received in their position as a shareholder, it shall only be deemed fair insofar as it respects the principle of the equal treatment of
shareholders.
d) Directors must notify the Board of Directors of any direct or indirect situation of conflict of interest arising with the Company. In the case of a conflict,
the affected director shall abstain from involvement in the transaction to which the conflict refers.
e) Directors shall abstain from voting on issues that affect matters in which they or those related to them have a direct or indirect interest.
f) No Director may directly or indirectly make professional or trade operations or transactions with the company or with any of its group companies,
where such transactions are beyond the scope of the company’s ordinary business or where they are not carried out under market conditions, unless
the Board of Directors is informed thereof in advance and approves the transaction, after having received a report from the Audit and Control
Committee, with a favourable vote of at least 80% of the Directors attending or represented by proxy at the meeting.
g) Directors shall likewise give notice of any direct or indirect interests they or the related parties referred to by Article 231 of the Revised Text of the
Capital Companies Act may hold in the capital of a company having the same, analogous or complementary kind of activity as that which constitutes
the company’s corporate purpose. They shall also notify the offices they may hold or the functions they may perform in such company
The persons referred to by Article 231 of the Revised Text of the Capital Companies Act shall be construed as related parties.
The situations of conflict of interest set out in the preceding paragraphs shall be reported in the Annual Report and in the annual Corporate
Governance Report.
Similarly, the NH Hoteles Internal Code of Conduct, approved by the Board of Directors on 24 May 2011, regulates in detail a Conflict of Interest
Procedure which is applicable to directors and members of the senior management, among others, who must in general refrain from attending or
taking part in the deliberation or voting phases of those matters that present them with a conflict of interest. The secretary of the Audit and Control
Committee of NH Hoteles, S.A., will draw up a Register of Conflicts of Interest of Persons Subject to Substantive Rules on Conflicts of Interest,
which will be constantly updated, with detailed information about each situation that arises. The information contained in the register will be made
available to the Audit and Control Committee. The latter is entrusted with ensuring compliance with the internal codes of conduct, as well as its
corporate governance functions.
C.7 Is more than one company in the Group listed in Spain?
YES
Identify the subsidiary companies listed:
Listed Subsidiary Company
SOTOGRANDE, S.A.
Indicate whether the respective areas of activity and the corresponding business relations between them have been publicly defined in detail, as well as
the areas and relations of the listed subsidiary company with the other companies in the Group:
YES
State any possible business relationships between the parent company and the listed subsidiary, and between the latter and other group
companies.
The relationships derived from the management contracts that exist between the companies.
State the mechanisms created for resolving any conflicts of interest between the listed subsidiary and the other companies in the Group:
40
ANNUAL CORPORATE
GOVERNANCE REPORT
