The Board of Directors must provide in writing, until the day of the General Shareholders’ Meeting, the information or clarifications requested,
and respond to any questions, in writing. Responses to questions and requests for information shall be dealt with by any member of the Board of
Directors expressly authorised by the Board for this purpose, via the Secretary of the Board. The directors must provide the information requested,
except in cases where, in the opinion of the Chairman, publication of the requested information may harm the Company’s interests, unless the
request is supported by shareholders that represent at least one quarter of the Company’s share capital.
At the General Meeting, the Company’s shareholders may verbally request any information and clarifications they deem necessary about the issues
included in the agenda, and should it be impossible to fulfil the shareholder’s right at that moment, the directors shall be obliged to provide such
information in writing within seven days from the end of the Meeting.
In all events, and for the purpose of facilitating communication between shareholders and the Company, an Investor Relations and Shareholders
Department is available to shareholders, which they may contact via e-mail or telephone in order to settle any issues arising in relation to the
corporate governance of the Company.
In addition to all of the above, NH Hoteles, S.A. has created a webpage informing shareholders and investors in general about the most relevant
occurring in the Company. The corporate website includes important information and documents on corporate governance and is designed to be
a communication channel with shareholders, providing them with up to date information about every relevant aspect.
E.5 Indicate whether the position of Chairman of the General Shareholders’ Meeting coincides with the position
of Chairman of the Board of Directors. Describe, where applicable, what measures are taken to guarantee the
independence and correct conduct of the General Shareholders’ Meeting:
YES
Describe the measures
The Regulations of the Board of Directors, which governs everything related to calling, preparing and conducting the General Shareholders’
Meeting, as well as shareholders’ rights, guarantee the correct conduct of the Meeting.
A notary public is also present to take the minutes of the Meeting and to perform the functions associated with making these records, such
organising the order of speeches established for the Meeting, and taking notes or recording contributions that shareholders wish to make.
E.6 Indicate, as applicable, and changes made during the financial year to the Regulations on General Shareholders’
Meetings.
The General Meeting held on 29 June 2012 approved the amendment of certain articles of the General Meeting Regulations, in order to adapt them
to the provisions of Act 25/2011, of 1 August, the Partial Reform of the Companies Act (Ley de Sociedades de Capital) and incorporation of Directive
2007/36/
EC of the European Parliament and of the Council, of 11 July, on the exercise of certain rights of shareholders in listed companies, as well as
Royal Decree-Law 9/2012, of 16 March, simplifying the duties of information and documentation relating to company mergers and demergers.
E.7 Give details of attendance at the general shareholders’ meetings held during the year to which this report
refers:
Attendance details
Date of General
Meeting
%
in person
%
by proxy
%
distance voting
Total
Electronic vote
Others
29/06/2012
32.080
40.530
0.010
0.000
72.620
E.8 Briefly outline the resolutions adopted in the general meetings held during the year to which this report
refers and the percentage of votes with which each resolution was adopted.
Ordinary General Meeting of 29 June 2012
I. Examination and approval of the Annual Accounts and the Consolidated Annual Report for the Company and Group, relating to the financial
year ending 31 December 2011. Proposed distribution of profits and approval of the management of the Board of Directors.
Percentage of votes approving the resolution: 99.99%
II. Renewal, ratification, appointment and, where appropriate, resignation of directors.
II.1 Renewal of the appointment of Iñaki Arratibel Olaziregi, as a proprietary director.
Percentage of votes approving the resolution: 99.75%
II.2 Renewal of the appointment of Rosalba Casiraghi as a proprietary director.
Percentage of votes approving the resolution: 99.86%
II.3 Renewal of the appointment of Nuria Iturragagoitia Ripoll as an independent director.
Percentage of votes approving the resolution: 99.78%
46
ANNUAL CORPORATE
GOVERNANCE REPORT
