G - OTHER USEFUL INFORMATION
If you consider that there is any relevant principle or aspect relating to the corporate governance practices applied by your company that has not been
included in this report, please comment and explain their content below.
SECTION A.3
The information contained in table A.3 sets out exclusively the number of voting rights held directly by private individuals and legal entities that have
the status of members of the Board of Directors. This number does not include the voting rights held by legal entities that have requested and assigned
proprietary directors.
SECTION A.5
All relations of a commercial, contractual or corporate nature made between significant shareholders and the Company and/or its group have been
described in section C.2 and C.3 (in so far as the significant shareholders are also Company directors). These relations have not been included in section A.5
since these transactions are considered to arise from the ordinary course of the Company’s business.
SECTION B.1.11
Without prejudice to the breakdown given in this section, it should be noted that along with the Annual Corporate Governance Report, the Board
has prepared an annual report on the remuneration of its directors, which includes complete, clear and comprehensible information on the company
remuneration policy approved by the Board for the current year, as well as that planned for future years, where appropriate. It also includes an overall
summary of how the remuneration policy was applied during the year, as well as details of the individual salaries paid to each director. The report will be
distributed and put to the vote, on a consultative basis and as a separate agenda item, at the Annual General Meeting.
With respect to section B.1 .11 d), no details have been given regarding the percentage that defines the relationship between the total remuneration of the
directors and the profit attributed to the parent company as there was no profit in the 2012 financial year.
SECTION B.1.12
The persons listed in the section referred to and who are members of the senior management correspond to the members of the Management Committee,
as well as the Internal Audit Director.
SECTION B.1.17
The director Carlos González Fernández holds the position of director in the company Novagalicia Banco, S.A., in which Hoteles Participados, S.A. is a
shareholder..
SECTION B.1.38
On the date of issue of this report, the auditors had not yet issued the relevant Audit Report, as the legally established deadline for doing so had not passed.
SECTION B.1.40
As regards the stake held by José Antonio Castro Sousa, it should be noted that the shares are held through various companies belonging to the group
Grupo Inversor Hesperia, of which Mr Castro Sousa is an indirect shareholder. In that respect, it should be stressed that the activity of most of those
companies consists of owning hotels used by NH Hoteles, S.A.
With respect to the references that are made to the interests held by the three directors that represent Banco Financiero de Ahorros (namely, Sociedad de
Promoción y Participación Empresarial Caja Madrid, S.A. , Corporación Financiera Caja de Madrid and Participaciones y Cartera de Inversión, S.L.) in seven
companies with a similar corporate purpose to that of NH Hoteles, S.A., it should be noted that the interests are held indirectly through different companies
belonging to the Banco Financiero de Ahorros group and, therefore, they are repeated in the references to the three directors.
Lastly, we wish to emphasise that the 0.0117% interest held by Mr Pélisson in the company Accor, S.A., was conferred upon him as a Chairman and Chief
Executive of the company.
SECTION C.2
In relation to the lease agreements between the significant shareholder PONTEGADEA INVERSIONES, S.L. and various companies of the NH HOTELES,
S.A. group, it should be noted that these agreements have actually been signed by the company PONTEGADEA INMOBILIARIA, S.L., a company that is
100%
owned (indirectly) by PONTEGADEA INVERSIONES, S.L.
SECTION F.25
It is systematic practice in the company and is part of its internal procedures, that when new directors are selected, they are given informative and refresher
sessions with the different management structures to provide them with information about internal aspects of the Company to help them to perform their
duties better as directors of NH Hoteles, S.A.
You may include any other information, clarification or table in this section, related to the previous sections of the report, which may be relevant but not
repetitive.
Specifically, please indicate whether the company is subject to legislation other than Spanish in relation to corporate governance and, as applicable, include
the information that must be provided and that is different to the information required by this report.
Binding definition of independent director:
Indicate whether any of the independent directors maintains or has maintained any relation with the company, its significant shareholders or its managers,
the significance or importance of which would have disqualified the director from being considered as independent in accordance with the definition
included in Section 5 of the Unified Code of Good Governance:
NO
Sign and date:
This annual corporate governance report has been approved by the company’s Board of Directors in its session of 20/03/2013
Indicate whether any directors voted against or abstained in relation to the approval of this report.
NO
ANNUAL CORPORATE
GOVERNANCE REPORT
57
