CORPORATE
GOVERNANCE
NH Hotel Group is constantly updating its Corporate
Governance system, which encompasses its Articles
of Association, corporate policies, internal rules
and regulations, and various internal codes and
procedures approved by the competent corporate
bodies. In preparing these documents, the good
governance recommendations generally accepted
in the international markets have been taken into
account to a greater or lesser extent.
SHAREHOLDING
STRUCTURE
As at December 31
st
2014 the share capital of NH Hotel
Group was divided into 350,271,788 bearer shares.
MOST SIGNIFICANT CHANGES IN 2014
and UNTIL THE DATE OF ISSUE OF THIS
REPORT
As a result of the share capital increase approved at the General
Meeting of 2014, fully subscribed by Intesa Sanpaolo, S.p.A
(hereinafter, “Intesa”), the latter holds an interest of 16% in NH
Hotel Group, S.A.
Subsequently, in November 2014 HNA Group Co., Ltd
(hereinafter, “HNA”) reported the acquisition (through Tangla
Spain, S.L.U.) of 29,162,596 shares held by Intesa SanPaolo,
S.p.A. in NH Hotel Group, S.A., roughly representing 8.33% of
its share capital. As a result, HNA became the holder (through
Tangla Spain, S.L.U.) of a total of 103,329,925 shares in NH
Hotel Group, S.A., representing 29.5% of its share capital.
It is also worth mentioning that on December 23
rd
2014 Banco
Santander and Grupo Inversor Hesperia reached an agreement
for the acquisition by the former of NH Hotel Group, S.A. shares
from the latter, representing 8.6% of the share capital, thus
reducing the interest held by Grupo Inversor Hesperia to 9,1%.
Finally, on January 23
rd
2015 Intesa Sanpaolo, S.p.A. reported the
sale of 7.6% of the share capital of NH Hotel Group, S.A.
On May 20
th
2015, Banco Santander, S.A. sold its 8,565% stake in
NH Hotel Group, S.A.
On May 21
st
2015, UBS Group, S.A. announced the acquisition of
4,363% in NH Hotel Group.
At extraordinary meeting of the Board of Directors, and prior
favorable report of the Designation and Remuneration Committee
held on the May 21
th
2015, the Board agreed unanimously ratify
Mr. Rodrigo Echenique Gordillo as Director and Chairman of the
Board of NH Hotel Group with the category of “Other External”.
corporate governance
Shareholding structure
13
SHAREHOLDING STRUCTURE OF NH HOTEL GROUP
JUNE 2014
45.1% Free Float
21.2% HNA Group
17.7% Grupo Inversor
Hesperia, S.A.
16% Intesa Sanpaolo, S.p.A
21.2%
17.7%
16%
45.1%
DECEMBER 31
st
2014
29.5% HNA Group
9.1% Grupo Inversor
Hesperia, S.A.
8.6% Banco Santander, S.A.
7.6% Intesa Sanpaolo, S.p.A
45.2% Free Float
29.5%
9.1%
8.6%
7.6%
45.2%
61.4% Free Float
29.5% HNA Group
9.1% Grupo Inversor
Hesperia, S.A.
MAY 2015
29.5%
61.4%
9.1%
