D.3 List transactions which are significant for their amount or relevant due to their subject, between the company or entities in its
group, and managers or directors of the company:
Name or corporate name of director or manager
Name or corporate name of the
related party
Relationship
Nature of the
transaction
Amount
(
thousands of euros)
D.4 Report on the significant transactions carried out by the company with other entities belonging to the same group, provided
they are not eliminated in the process of drafting the consolidated financial statements and do not formpart of the Company’s
normal business in relation to its purpose and conditions:
In all cases, any in-group transaction with entities established in countries or territories considered tax havens will be reported:
Corporate name of entity in its group
Short description of the transaction
Amount (thousands of euros)
HARRINGTONHALL HOTEL LIMITED
LOAN
5.962
SOTOCARIBE, S.L.
LOAN
2.744
LOS ALCORNOQUES DE SOTOGRANDE, S.L
FINANCIAL INSTRUMENT
5.576
RESIDENCIALMARLIN, S.L.
LOAN
478
D.5 State the amount of the transactions carried out with other related parties
D.6 Describe the mechanisms established to detect, determine and resolve possible conflicts of interest between the Company
and/or its group, and their directors, managers or significant shareholders.
Article 32 of the Board Regulations sets forth the mechanisms to detect, determine and resolve any possible conflicts of interest between the company and/or its
group, and their directors, stating that directors shall perform their functions with absolute loyalty to the company’s corporate interests.
Directors must therefore comply with the following obligations and requirements:
a) Directors may not use the name of the Company nor cite their position as directors in order to carry out transactions on their own behalf or on behalf of parties
related to them.
b) Directors may not make investments or carry out transactions associated with the Company’s assets, of which they have knowledge through the performance
of their duties, for their own benefit or for the benefit of those related to them, when such transactions have been offered to the Company, or in which the
Company has an interest, except when the Company has rejected themwithout the involvement of the director.
c) Directors may not make use of the Company’s assets nor their position within the Company to their economic advantage unless an appropriate consideration
has been made.
If the benefit is received in their position as a shareholder, it shall only be deemed fair insofar as it respects the principle of the equal treatment of shareholders.
d) Directors must notify the Board of Directors of any direct or indirect situation of conflict of interest arising with the Company. In the case of a conflict, the
affected director shall abstain from involvement in the transaction to which the conflict refers.
e) Directors shall abstain from voting on issues that affect matters in which they or those related to them have a direct or indirect interest.
f) No Director may directly or indirectly make professional or trade operations or transactions with the company or with any of its group companies, where such
transactions are beyond the scope of the company’s ordinary business or where they are not carried out under market conditions, unless the Board of Directors
is informed thereof in advance and approves the transaction, after having received a report from the Audit and Control Committee, with a favourable vote of at
least 80% of the Directors attending or represented by proxy at the meeting.
g) Directors shall likewise give notice of any direct or indirect interests they or the related parties referred to by Article 231 of the Revised Text of the Capital
Companies Act may hold in the capital of a company having the same, analogous or complementary kind of activity as that which constitutes the company’s
corporate purpose. They shall also notify the offices they may hold or the functions they may perform in such company.
The persons referred to by Article 231 of the Revised Text of the Capital Companies Act shall be construed as related parties.
The situations of conflict of interest set out in the preceding paragraphs shall be reported in the Annual Report and in the annual Corporate Governance Report.
Similarly, the NHHoteles Internal Code of Conduct, approved by the Board of Directors on 24May 2011 regulates in detail a Procedure for Conflict of Interest
that is applicable, among others, to Directors or senior management, who must in general refrain from attending or taking part in the deliberation and voting
stages of matters in which they have a conflict of interest. The secretary of the Audit and Control Committee of NH Hoteles, S.A., will draw up a Register of
Conflicts of Interest of Persons Subject to Substantive Rules on Conflicts of Interest, which will be constantly updated, with detailed information about each
situation that arises. The information contained in the register will be made available to the Audit and Control Committee. The latter is entrusted with ensuring
compliance with the internal codes of conduct, as well as its corporate governance functions.
ANNUAL CORPORATE GOVERNANCE REPORT
39
