Description of functions
The Audit Committee, reporting directly to the Board of Directors, is responsible for supervising the correct functioning of all the Group’s internal
control systems. It also periodically analyses the principal risks associated with the business and the systems established to manage and control these
risks. It is also the body responsible for relations with the external auditors of the Group.
In general, the Audit Committee supports the Board of Directors in its supervisory duties, using all of the powers granted to it by the Spanish Public
Limited Companies Act (LSA), the Company’s Bylaws, and the Regulations of the Board of Directors in relation to audit and control.
Name of the committee or body
Internal Audit Department.
Description of functions
Identification and evaluation of risk situations; definition of an annual audit plan aimed, among other things, at verifying correct application of
established rules and procedures, both at the level of corporate departments and in different hotels.
D.4 Identification and description of the processes of compliance with the various regulations that affect the
company and/or its group.
Occupational Risk Prevention Department
The occupational risk prevention systems are subject to a continuous process of evaluation and internal audit. The scope covers central services as well
as the various hotels.
Internal Audit
The Internal Audit Department, reporting directly to the Chairman and answerable to the Board of Directors through the Audit and Control Committee,
helps manage the risks that the Group encounters in reaching its objectives.
The Audit Department therefore continuously analyses the risk control systems and procedures, the organisation models and management variables in
the most relevant areas of NH Hoteles, S.A. Group. The corresponding conclusions are passed on to the managers of the areas evaluated and to the
senior management of the group, including, as applicable, recommendations for specific actions to implement potential improvements.
It should likewise be pointed out that the Audit Department plays an active role in fraud prevention and control.
General Secretariat
The General Secretariat is the competent body for evaluating and mitigating legal risks, as well as overseeing the legal compliance function.
Internal Code of Conduct
On 24 May 2011 the Board of Directors of NH Hoteles, S.A. approved the Internal Code of Conduct of NH Hoteles, S.A. and its group of companies, in
relation to the securities markets, compliance with which is mandatory for those to whom it applies, and which regulates everything relating to the rules
of conduct regarding securities, conflicts of interest, rules of conduct in relation to privileged information, as well as transactions with securities, among
other issues. In addition, on that same date the Board approved a new Code of Conduct, which is mandatory for employees, members of the senior
management and directors, and also binds shareholders and suppliers insofar as it affects them expressly. The Code of Conduct contains regulations
that strengthen our commitment to act with the highest standards of honesty, integrity and respect in carrying out our business, beyond the guarantee
of compliance with current legislation.
The Code contains, among others, procedures for related-party transactions and conflicts of interest, as well as regulations to identify fraudulent
practices.
Security Policy
All Company employees sign a security policy document that sets out the IT and electronic communications security policies of NH Hoteles. The
document aims to clearly and succinctly explain to all employees the security policy of NH Hoteles with regard to the use of IT resources, access to
facilities, software applications and the use of e-mail and internet in the workplace, in order to clearly define actions that are forbidden in relation to
the use of these work tools.
E - GENERAL SHAREHOLDERS’ MEETING
E.1 Indicate whether differences exist between the minimum quorum established in the Spanish Public Limited
Companies Act (LSA) and the quorum of the General Shareholder’s Meeting. If so, explain these differences.
NO
%
quorum different from that set forth in
Article 102 of the LSA for general cases
%
quorum different from that set forth in Article 103
of the LSA for the specific cases of Art. 103
Quorum required for 1st call
0
0
Quorum required for 2nd call
0
0
E.2 Indicate whether here are differences with the methods established in the LSA in relation to passing company
resolutions. If so, explain these differences.
NO
Describe how it differs from the LSA.
ANNUAL CORPORATE
GOVERNANCE REPORT
43
