33
C.1.41 Indicate and, if applicable, provide details of whether there is a procedure whereby Directors can have the information necessary to
prepare for meetings of the management bodies with sufficient time:
YES
Details of the procedure
Article 27 of the board regulations reflects the right of members of the board of directors to be informed and their duty to inform. In that regard, it states
that it is the right and duty of every director to gather as much information as they deem necessary or appropriate at any given moment for the correct
performance of their duties.
To this end, the Board has been assigned the broadest possible powers to gain information about any aspect of the Company; to examine its books, registers
and documents and any other information concerning its operations that may be necessary or appropriate for the diligent exercise of its duties
This right to information also extends to the different subsidiaries that comprise the consolidated group, and must always being exercised in good faith.
C.1.42 State and, if applicable, provide details on whether the company has established rules that require directors to report and, as applicable,
resign in those cases where the company’s credibility and reputation may be harmed.
YES
Explain the rules
Article 14.2.e) of the Regulations of the Board of Directors of NH Hotel Group, 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 proposed for appointment 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
Name of the director
Criminal Proceedings
Remarks
State whether the Board of Directors has studied the case. If so, give a reasoned explanation of the decision as to whether or not the Director
should continue in his or her post, or if applicable, describe the actions taken by the Board of Directors up to the date of this report, or those
it intends to take
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 NH Hotel Group has been granted loans and credits with a joint limit of €35 million, containing a clause establishing their early maturity in
the event of circumstances that give rise to a change in control of the company NH Hotel Group, 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 Hotel Group 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. This establishes, for example, that in management contracts between Hoteles Hesperia,
S.A. (which is 99% owned by NH Hoteles España, S.L.) and the respective owners of the hotels in question, in the event of a change of control
at NH Hotel Group, 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 or other transactions.
Number of beneficiaries
4
Type of beneficiary
Description of agreement
Board Members and certain members of Senior Management
In order to encourage loyalty and permanence in the Company, compensation
has been provided for which may be more than the amount resulting from
applying legal regulations, in the event of unilateral termination by the
Company. These amounts range from one year’s fixed salary to two years’ total
salary, i.e., fixed plus variable pay received over the last two years.
ANNUAL CORPORATE GOVERNANCE REPORT
