ANNUAL CORPORATE GOVERNANCE REPORT
35
C.2 .2 Fill in the table below with the information relating to the number of female directors on Board of Directors committees in the
last four financial years:
Number of female directors
Year t
Year t-1
Year t-2
Year t-3
Number
%
Number
%
Number
%
Number
%
COMISIÓN EJECUTIVA ODELEGADA
0
0,00
0
0,00
0
0,00
0
0,00
COMITÉ DE AUDITORÍA
0
0,00
0
0,00
0
0,00
0
0,00
COMISIÓNDE NOMBRAMIENTOS Y
RETRIBUCIONES
0
0,00
1
33,33
1
33,33
1
33,33
C.2 .3 Indicate whether the following duties correspond to the Audit Committee:
Supervise the drafting process and integrity of the financial reporting relating to the Company and, as applicable, to the group,
reviewing compliance with regulatory requirements, the appropriate scope of consolidation and the correct application of
accounting criteria
YES
Periodically review the internal control and risk management systems so that the main risks are identified, managed and made
known.
YES
Ensure the independence and effectiveness of the internal audit; propose the selection, appointment, re-election and removal of the
internal audit service manager; propose the budget for this service; receive periodic information about its activities; and verify that
senior management takes into account the conclusions and recommendations of its reports.
YES
Establish and supervise a mechanism that allows employees to confidentially, and where applicable anonymously, communicate
potential irregularities, particularly financial and accounting, which they discover within the company.
YES
Present to the Board of Directors proposals to select, appoint, re-elect and substitute the external auditor, as well as the conditions
of its contract.
YES
Receive information about the audit plan and its results from the external auditor on a regular basis and verify that senior
management takes its recommendations into account.
YES
Ensure the independence of the external auditor.
YES
C.2 .4 Give a description of the rules governing the organisation and functioning, as well as the responsibilities of each committee
attached to the Board.
1.
The Executive Committee
The organisation, composition and responsibilities of the Executive Committee are all governed in detail by Articles 45 et seq of the Company bylaws, and
by Article 24 of the Board Regulations.
Thus, as set out in lawand the internal regulations of NHHoteles, the Board ofDirectors of theCompany has a designatedExecutiveCommittee empowered
to make generally applicable decisions, and which therefore expressly holds all the powers corresponding to the Board of Directors, except those which
cannot be delegated by law or under the Company’s bylaws.
a) Composition
Article 24 a) of the Company’s Board of Directors Regulations expressly states that the “Executive Committee will be formed by the Chairman of the Board
and three to nine Directors, designated by the Board of Directors.”
In terms of the qualitative composition of the Executive Committee, the Board shall ensure that the different types of director represented will be similar to
that of the main Board and its secretary will be the secretary of the Board. (Article 24.a Board Regulations).
In all events, the valid appointment or re-election of members of the Executive Committee shall require the favourable vote of at least two thirds of the
members of the Board of Directors.
b) Duties
In accordance with the literal content of Article 24 b) of the aforementioned
Regulation 37/75, the Executive Committee shall meet as often as called by its Chairman. The Chairman and Secretary of the Board of Directors shall
perform the same functions in the Executive Committee, although one or more Vice-chairmen and a Vice-secretary may also be appointed. The Executive
Committee shall be validly convened when half plus one of the members are present or represented at the meeting.
Resolutions shall be passed by a majority of the directors at the meeting (in person or by proxy), with the Chairman holding the casting vote in the event of
a tie.
The Executive Committee shall notify the Board of the matters discussed and the decisions made at its meetings. .
c) Competencies
The Executive Committee has a general decision-making capacity, with express delegation of all the powers corresponding to the Board of Directors, except
those that cannot be delegated by law or the Company’s bylaws.
