When the Board adopts significant or repeated decisions about which a director has serious reservations, the director draws the appropriate
conclusions and, if they decide to resign, explains the reasons in the letter referred to in the following recommendation.
This recommendation also applies to the secretary of the Board, even though they may not be a director.
Complies
34.
When, due to resignation or for other reasons, a director vacates their post before the end of their term, they explain the reasons in a letter sent
to every member of the Board. And, notwithstanding the fact that this departure is reported as a significant event, the reason for the departure is
reported in the Annual Corporate Governance Report.
VSee section: B.1.5
Complies
35.
The remuneration policy approved by the Board specifies at least the following issues:
a) Amount and breakdown, as applicable, of fixed components of the expenses for participation on the Board and its Committees and an
estimate of the annual fixed remuneration from which they originate;
b) Variable remuneration concepts, including specifically:
i) The types of directors to which they apply, as well as an explanation of the relevant percentage of variable remuneration concepts
compared to fixed;
ii) Performance valuation criteria on which entitlement to share-based remuneration is based, including share options or any variable
component;
iii) Main parameters and basis of any annual bonus system or other non-cash benefits; and
iv) An estimate of the sum total of variable payments arising from the proposed remuneration plan, based on the degree of fulfilment of
the reference premises or targets.
c) Main characteristics of the benefits systems (for example, supplementary pensions, life insurance and similar benefits), with an estimate of
their amount and equivalent annual cost;
d) Conditions that must apply to the contracts of those who hold senior management positions as well as executive directors, which should
include:
i) Duration;
ii) Notice periods; and
iii) Any other clauses relating to employment bonuses as well as indemnities or ”golden parachute” agreements for early cancellation or
termination of the contractual relationship between the company and the executive director.
See section: B.1.15
Complies
36.
Remuneration in shares in the company or in group companies, share options or share-based instruments, variable remuneration linked to the
performance of the company or benefits systems are all limited to executive directors.
This recommendation will not include the provision of shares when it is conditional upon directors to hold them until their departure as a director.
See sections: A.3 and B.1.3
Explain
In recognition of his exceptional work as Chairman of NH Hoteles, the Board has agreed to pay Mr. Rodrigo Echenique a variable amount, apart from his fixed
allocation, linked to the achievement of certain strategic-corporate company goals.
37.
External directors should receive the remuneration necessary to reward the dedication, qualifications and responsibility that the post demands; but
not so high as to compromise their independence.
Complies
38.
Remuneration linked to the results of the company shall take into consideration any possible qualifications in the auditor’s report that might reduce
such results.
Not applicable
39.
In the case of variable remuneration, payment policies incorporate the technical safeguards required to ensure that such remuneration is in line
with professional performance of the beneficiaries and is not simply derived from the general evolution of the markets or the business sector of the
company or from other similar circumstances.
Complies
40.
The Board submits a report on the remuneration policy of the directors as a separate item on the agenda, for consultation purposes, to be voted
on by the General Shareholders’ Meeting. This report is made available to shareholders, either separately or in any other format that the company
deems appropriate..
The report will especially focus on the remuneration policy approved by the Board for the current year as well as, if applicable, estimates for future
years. It will deal with all issues referred to in Recommendation 35, except for those cases that may involve the disclosure of sensitive commercial
information. It will emphasise the most significant changes in these policies compared to those applied during the previous year. It will also include
an overall summary of how the remuneration policy was applied the previous year.
ANNUAL CORPORATE
GOVERNANCE REPORT
53
