8.
Establish and supervise a mechanismwhich allows the employees to confidentially and anonymously report breaches of the Code of Conduct.
9.
Supervise the compliance and the internal codes of conduct, as well as the corporate governance rules.
10.
Report to the Board about anything regarding related operations, considering as such those defined in the Consolidated Capital Companies Act.
11.
Report to the Board about the creation or acquisition of holdings in special purpose entities or entities domiciled in countries or territories considered tax havens,
as well as any similar transactions or operations which, due to their complexity, could affect the transparency of the group, and
12.
Exercise any other competences allocated to said Committee in these Regulations or which may be allocated by the Board of Directors.
c) Functioning.
The Audit and Control Committee shall meet at least quarterly and as often as necessary after being called by its Chairperson, on own initiative or in response to a
request from two of its members of from the Board of Directors.
The Audit and Control Committee can ask for any employee or manager of the company to attend at its sessions and also the Company’s Accounts Auditor.
2)
Compositionof the Audit Committee
The composition of the Audit and Control Committee complies with the regulations imposed by the Board Regulations of NHHoteles, S.A. which accurately reflect the
Recommendations from the Unified Good Governance Code.
During the 2013 financial year there were two changes to the composition of the Audit Committee due on the one hand to the resignations by both Mr Iñaki Arratibel
Olaziregui, and Hoteles Participados, S.L., as well as the appointment of Mr Xianyi as new Committee member.
Following this modification the composition of the Audit and Control Committee as at 31 December 2013 is as follows:
Chairperson:
Mr Carlos González Fernández
Members:
Mr Manuel Galarza Pont (representing Participaciones y Cartera de Inversión S.L.)
Mr Ramón Lanau Viñals
Mr Xianyi Mu
Secretary: Mr Pedro Ferreras
Vice-Secretary: Mr Carlos Ulecia Palacios
3)
RelationswithExternal Auditors
The parent company of the NH Hotels Group has been audited since the 1986 financial year by prestigious companies. During 1986-1992 it was covered by Peat
Marwick, 1993-2001 Arthur Andersen. Since 2002 it has been audited by Deloitte.
The Consolidated Annual Accounts for the 2013 financial year have been audited by four independent companies.
Deloitte is the main auditor and as such issues an audit report on the Consolidated Annual Accounts. Said audit firm has checked the accounts of the companies in the
Business Units in Spain (except Portugal), Italy, Germany, Holland/Belgium (except United States), Austria/Switzerland (except Hungary), Mexico, MERCOSUR and
Sotogrande (except Sotocaribe) which represent 96.5% of the consolidated assets and 98.6% of the net turnover.
Deloitte was appointed for a one year term as the Group’s main auditor at the General Shareholders Meeting of NH Hoteles held on 29 June 2013 and auditor of the
different Business Units mentioned above at their respective General Shareholders Meeting. This firm has been the Group’s main auditor since the 2002 financial year,
although in the 2003, 2005 and 2007 financial years there were changes to the partner in charge of the audit. The total fees received by the firm for its professional
auditing services corresponding to the 2013 financial year amounted to 1.39 million Euros (1.40 million in 2012).
PriceWaterhouseCoopers was appointed auditor of the Dutch, Belgian and Swiss companies in the 1998 financial year, of the Austrian companies in the 2004 financial
year and of a Luxembourg company in the 2009 financial year, and as replaced by Deloitte in this function in the 2011 financial year.
TheNHcompanies inPortugal are audited by Batista, Costa y Asociados; theUnitedStates subsidiary byMcGladrey&Pullen, LLP and theHungarian byErnst&Young.
The total fees for audit services corresponding to the 2013 financial year for all of these audit firms amounted to 0.08 million Euros (0.04 million Euros en 2012).
The Audit Committee has received information about those issues which may have placed the independence of the account auditors at risk and after carefully revising
said information has issued a Report stating its opinion on their independence and on the provision of additional services apart from the audit.
4)
Content and results fromtheworkof the Audit Committee
The Audit Committee held 7 sessions during the 2013 financial year dealing with the following issues:
a) Analysis and evaluation, together with the external auditors, of the Financial Statements and the Report corresponding to the 2012 financial year checking that
their audit opinion was issued under conditions of absolute independence.
ANNUAL REPORT OF THE NHHOTELES, S.A. AUDIT AND CONTROL COMMITTEE
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