ANNUAL CORPORATE GOVERNANCE REPORT
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C.1 .42 State whether the company has established rules that require directors to report and, as applicable, resign in those cases where
company’s credibility and reputation may be harmed. If so, describe said rules
YES
Explain the rules
Article 14.2.e) of the Regulations of the Board of Directors of NH Hoteles, S.A. expressly establishes that directors must present their resignation “When
their permanence on the Board may affect the Company’s good standing or reputation in the market or jeopardise its interest in any other way whatsoever.
It also establishes that in all events, those subject to any incapacity, disqualification, prohibition or conflict of interests set forth in current legislation may not
be put forward as Board members´.
C.1 .43 State whether any member of the Board of Directors has notified the Company that they have been prosecuted or issued with a
summons for oral proceedings in relation to the offences indicated in Article 213 of the Spanish Capital Companies Act:
NO
C.1 .44 List the significant agreements signed by the company and that come into force, are modified or are terminated in the case of a
change in control of the company resulting from a take-over bid, and their effects.
The NHHoteles group has agreements signed with the partners of Residencial Marlín S.L. and Los Alcornoques de Sotogrande, S.L. that, given that the personal
characteristics of the partners are essential for smooth running of projects involving these companies, establish that any change in effective control, either in
the partners or in their respective parent companies, will result in a procedure enabling the other partner to leave the company with the right to have his or her
shareholdings refunded and be compensated for any damages caused.
In addition, the NHHoteles Group has been granted loans and credits with a joint limit of €35million containing a clause establishing their earlymaturity in the
event of circumstances that give rise to a change in control of the company NHHoteles, S.A.
There are hotel management contracts signed by subsidiaries of the Group under which the company that owns (or leases) the hotels can exercise the right
to terminate the contracts in the event of a change of control at NH Hoteles S.A., such a change being deemed to be that by which one or more persons acting
together can exercise at least 50.01% of the voting rights. Should that right be exercised, the company owning the hotels must pay the managing company an
amount that varies according to when the right is exercised, by way of compensation for the effects arising from the termination of the contract. Accordingly,
the management contracts signed between Hoteles Hesperia, S.A. (which is 99% owned by NH Hoteles España, S.L.) and the respective owners of the hotels
in question establishes, for example that, in the event of a change of control at NHHoteles, S.A., the owner may opt to terminate the management contract, but
would have to pay Hoteles Hesperia, S.A., an amount related to the Average Annual Earnings, as defined in the contracts.
C.1 .45 Identify, in aggregate form, and indicate in detail the agreements between the company and its directors, managers or employees
providing compensation, guarantee or protection in the event of their resignation or wrongful dismissal, or upon conclusion of
the contractual relationship due to a take-over bid.
Number of beneficiaries
4
Type of beneficiary
Description of the resolution
Members of the Board and members of the Management Committee
In order to increase their fidelity with the company, their contracts have
included certain indemnities that may be above the standard indemnity
clauses in case of unilateral withdrawal of the company. These amounts may
vary between one annularity of the fix salary and two annularities of the total
salary.
