b) The following decisions:
i) At the proposal of the Company’s chief executive, the appointment and removal of senior managers, and their compensation clauses.
ii) The remuneration of directors, and in the case of executives, the additional remuneration for their executive functions and other conditions as set out
in their contracts.
iii) The financial reports that listed companies must publish regularly.
iv) Investments and operations of all kinds which, due to their high worth or special characteristics, are strategic in nature, except where they must be
approved by the General Meeting;
v) The creation or acquisition of shareholdings in special purpose vehicles or those registered in countries or territories considered tax havens, as well as
other similar transactions or operations that, due to their complexity, could impair the transparency of the group
c) Operations that the company may carry out with directors, significant shareholders or those represented on the Board, or with any person related to
them (“related party transaction”). Authorisation of the Board shall not be required however, for related party transactions that simultaneously meet the
following three conditions:
1.
ª That are carried out under agreements with standardised conditions and are applied in a general way to numerous clients;
2.
ª That are carried out at established rates or prices, which in general are set by the supplier of the good or service;
3.
ª Operations with a quantity that does not exceed 1% of the company’s annual revenues.
The Board is advised to approve related party transaction that receive a prior favourable report from the Audit Committee or from any other committee that
has been authorised to this end; and that the directors involved not only abstain fromvoting (without the right to delegation), but also vacate themeeting room
while the Board deliberates and votes on the issue.
It is advisable that the competencies attributed to the Board in thesematters should not be delegated, except in the aforementioned points b) and c), whichmay
be adopted for reasons of urgency by the Executive Committee, and subsequently ratified by a plenary session of the Board.
Partially complies
The Company complies with the recommendation in this section, except for those points established in section b.i.), for which the Board of Directors considers
that the decision regarding the appointment and possible removal of senior managers must correspond and continue to correspond to the Chief Executive Director
of the Company. Notwithstanding the above, the Board of Directors Regulations attribute responsibility to the Appointments and Remuneration Committee to
provide a prior report on the appointment or dismissal of the managers that report directly to the Chief Executive Director.
9.
The Board is the right size to function effectively and with full participation, with an advisable size being from five to fifteen members
See section: C.1.2
Complies
10.
The external proprietary and independent directors are a largemajority of the Board and the number of executive directors is theminimumneeded, taking into
account the complexity of the business group and the percentage the executive directors hold in the company’s capital.
See sections: A.3 y C.1.3.
Complies
11.
Within the external directors, the ratio of proprietary and independent directors reflects the proportion of company equity represented by proprietary
directors and the remaining capital.
This criterion of strict proportionality can be relaxed so that the percentage of proprietary directors is greater than the total percentage of capital they
represent:
1.
º In large cap companies in which few or no shareholdings are legally considered significant, but which include block stockholdings of considerable value.
2.
º In companies in which there are numerous shareholders represented on the Board and these shareholders have no links between them.
See sections: A.2, A.3 y C.1.3
Complies
12.
The independent directors represent at least a third of the total directors
See section: C.1.3.
Explain
Of the 14 directors making up the Board of Directors de NHHoteles, S.A, three are independent, accounting for 21.42% of the total number of directors.
13.
The nature of each director is explained by the Board before the General Shareholders’ Meeting which must appoint them or ratify their appointment, and
confirmed or reviewed each year, as applicable, in the Annual Corporate Governance Report, after verification by the Appointments Committee. And this
report also explains the reasons why proprietary directors may have been appointed at the request of shareholders who hold less than 5% of the capital; and
states the reasons for denying, as applicable, formal requests for representation on the Board from shareholders whose holding is equal to or above that of
other shareholders at whose request proprietary directors have been appointed.
See sections: C.1.3 y C.1.8
Complies
ANNUAL CORPORATE GOVERNANCE REPORT
48
