ANNUAL CORPORATE GOVERNANCE REPORT
23
External Proprietary Directors
Name or corporate name of director
Committee reporting the appointment
Name or corporate name of the
significant shareholder represented or
proposing the appointment
JOSE ANTONIO CASTRO SOUSA
APPOINTMENTS AND REMUNERATION
COMMITTEE
GRUPO INVERSORHESPERIA, S.A
RAMÓN LANAUVIÑALS
APPOINTMENTS AND REMUNERATION
COMMITTEE
GRUPO INVERSORHESPERIA, S.A
FRANCISCO JAVIER ILLA RUIZ
APPOINTMENTS AND REMUNERATION
COMMITTEE
GRUPO INVERSORHESPERIA, S.A
ROSALBA CASIRAGHI
APPOINTMENTS AND REMUNERATION
COMMITTEE
INTESA SANPAOLO, S.P.A.
DAOQI LIU
APPOINTMENTS AND REMUNERATION
COMMITTEE
HNA GROUP CO LIMITED
XIANYI MU
APPOINTMENTS AND REMUNERATION
COMMITTEE
HNA GROUP CO LIMITED
CHARLESMOBUS
APPOINTMENTS AND REMUNERATION
COMMITTEE
HNA GROUP CO LIMITED
PARTICIPACIONES Y CARTERA DE
INVERSIÓN, S.L.
APPOINTMENTS AND REMUNERATION
COMMITTEE
BANCO FINANCIERO Y DE
AHORROS, S.A.
ABITARIA CONSULTORIA Y GESTION, S.A.
APPOINTMENTS AND REMUNERATION
COMMITTEE
BANCO FINANCIERO Y DE
AHORROS, S.A.
Total number of proprietary directors
9
%
over the Board as a whole
64,29
Independent External Directors
Name or corporate name of director
Profile
CARLOS GONZÁLEZ FERNÁNDEZ
Graduate in economics from the University of Bilbao and chartered accountant. He spent 35 years of his
career at Arthur Andersen, which in 2003 merged with Deloitte. He was appointed Chairman, firstly of Arthur
Andersen in 2000 and subsequently of the firm that resulted from the merger - Deloitte - from 2003 to 2009.
JOSEMARÍA LÓPEZ ELOLA
Graduate in economics from the Complutense University of Madrid. For the last 35 years, he has been
director general of various credit and banking institutions, such as Bancaya Hipotecaria, S.A., Citibank
España, S.A., Banco Zaragozano, S.A. and Barclays, S.A. He currently sits on the board of directors of
companies such as Festina Lotus, S.A. and Celo, S.A.
GILLES PÉLISSON
Graduate of ESSEC Business School with anMBA fromHarvard Business School. He began his career at
the hotel group Accor in 1983, where he held positions of responsibility, being appointed CEO of the group
in 2006, as well as Chairman of the board from February 2009 to 2011. He has also held the position of
Chairman and CEO of companies such as SUEZ Group, Bouygues Telecom and Disneyland Paris Resort.
Nowadays he is member of the Advisory Board of Jefferies Group.
Total number of independent directors
3
%
over the Board as a whole
21,43
Indicate whether any director classified as independent receives any money or benefit from the company or its group as a payment other than for his or her role
as director, or has, or had, in the last financial year, any business relationship with the company or with any company in the group, whether in his own name or as
a significant shareholder, director or senior manager of an entity maintaining or which has maintained such a relationship.
YES
If so, include a reasoned statement by the Board as to the reasons why it considers that this director can perform his duties as an independent director.
Name or corporate name of director
Description of the relationship
Reasoned statement
JOSEMARÍA LÓPEZ ELOLA
As a Director of Sotogrande, S.A., a company in which NHHoteles,
S.A. has a 97% holding, he receives an additional remuneration
from this entity, other than that inherent to his position, not
significant in terms of amounts.
It does not compromise his independence,
as the remuneration he receives from
Sotogrande, S.A. not significant in
amount.
