48
The external auditor also issues an annual report on improvements and/or deficiencies found, relating to the internal control system, through its
regular reports to the Audit and Control Committee and its Letter of Internal Control Recommendations.
F.6 Other relevant information
None.
F.7 Report by the external
Auditor Report on:
F.7.1 Whether the SCIIF reports sent to the markets have been reviewed by the external auditor, in which case the company must include the
corresponding report as an appendix. If not, it must report its reasons.
NH has asked the external auditor to issue a report reviewing the information described in the present SCIIF report for 2014, and this report is
attached as an Appendix.
G - DEGREE OF COMPLIANCE WITH CORPORATE GOVERNANCE
RECOMMENDATIONS
Indicate the Company’s degree of compliance with the recommendations of the Unified Code of Good Governance.
If any recommendation is not followed or is only followed in part, a detailed explanation of the reasons must be included so that shareholders,
investors and the market in general have enough information to assess the company’ methods. Generalised explanations will not be acceptable.
1. The articles of association of listed companies should not limit the maximum number of votes that a single shareholder may cast, nor
contain other restrictions that stand in the way of a company take-over through the acquisition of its shares in the market.
See sections: A.10, B.1, B.2, C.1.23 and C.1.24.
Compliant
2. When a parent company and a subsidiary company are both stock market listed, both must provide detailed disclosure on:
a) Their respective areas of activity and possible business relations between them, as well as between the listed subsidiary and the other
companies in the group;
b) The mechanisms in place for resolving potential conflicts of interest that may arise.
See sections: D.4 and D.7.
Not Applicable
3. Although not expressly required under mercantile law, operations that involve a structural change to the company, especially the following,
are subject to the approval of the General Shareholders’ Meeting:
a) The transformation of listed companies into holding companies by conversion to subsidiaries, or the transfer to subsidiary entities of
essential activities which were hitherto carried out by the parent company, even though it maintains full control over them;
b) The acquisition or disposal of essential operational assets when this involves an effective modification of the corporate purpose;
c) Operations equivalent to effectively winding up the company.
See section: B.6
Partially compliant
The amendment of the articles approved by the General Shareholders’ Meeting on 29 June 2011 expressly included the transactions
mentioned in sections b) and c) of this Recommendation as matters to be submitted to the General Meeting for its approval. This does not
apply to the transactions described in section a). Without prejudice to the foregoing, and as a consequence of the coming into force of
Law 31/2014, of 3 December, amending the Capital Companies Act for the improvement of corporate governance, the Company intends to
adapt the wording of its articles of association and other internal regulations expressly in order to include the competencies described in
this Recommendation within the scope of competency of the General Shareholders’ Meeting.
4. Detailed proposals of the resolutions to be adopted by the General Shareholders’ Meeting, including the information referred to in
Recommendation 27, should be published at the same time as the announcement of the General Meeting is published.
Compliant
5. The General Shareholders’ Meeting votes separately on those subjects that are essentially independent so that shareholders are able to
exercise their voting preferences separately. And that this rule is applied, particularly to:
a) The appointment or ratification of directors, who must be voted for individually;
b) In the event of amendments to the articles of association, to each essentially independent article or group of articles.
Compliant
ANNUAL CORPORATE GOVERNANCE REPORT
