50
10. External proprietary directors and independent directors should comprise a significant majority of the Board of Directors, and the number
of executive directors be kept to a minimum, taking into account the complexity of the corporate group and the percentage shareholdings
of the executive directors in the company.
See sections: A.3 and C.1.
Compliant
11. Among the external directors, the proprietary/independent director ratio should reflect the existing ratio between the capital of the
company represented by the 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 In large cap companies in which few or no shareholdings are legally considered significant, but which include block shareholdings of
considerable value.
2 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 and C.1.3
Compliant
12. The independent directors represent at least a third of the total.
See section: C.1.3
Explain
Notwithstanding the fact that the Board is composed of 13 members, out of the 12 directors making up the Board of Directors of NH Hotel
Group, S.A. on 31 December 2014, three were independent, accounting for a quarter of the total number of directors.
13. Each specific directorship is explained by the Board to the General Shareholders’ Meeting, which must make or ratify the appointment, and
is confirmed or, as applicable, reviewed annually in the Annual Corporate Governance Report following verification by the Appointments
Committee. And this Report also explains the reasons why proprietary directors have been appointed on behalf of shareholders with
stakes of less than 5% in the company capital and the reasons for ignoring, if applicable, formal requests for presence on the Board from
shareholders with stakes equal to or greater than others who have successfully proposed proprietary directors.
See section: C.1.3 and C.1.8
Compliant
14. When there are few or no women directors, the Appointments Committee will ensure that when vacancies arise:
a) The selection procedures do not suffer from any implicit bias that hampers the selection of female directors;
b) The company deliberately seeks and includes women who match the professional profile sought among the potential candidates.
See sections: C.1.2, C.1.4, C.1.5, C.1.6, C.2.2 and C.2.4.
Compliant
15. The chairman, as the person responsible for the efficient conduct of the Board, ensures that directors receive sufficient information in
advance; promotes discussion and the active participation of directors during Board meetings, ensuring their freedom to make judgements
and express opinions; and organises and coordinates with the chairmen of the relevant committees to periodically evaluate the Board as
well as the Managing Director or the Chief Executive, as applicable.
See sections: C.1.19 and C.1 41
Compliant
16. When the chairman of the Board is also the chief executive officer of the company, one of the independent directors is to be empowered
to call meetings of the Board or to include new items on the agenda; to coordinate and take note of the concerns of the external directors;
and to direct the evaluation of the Chairman by the Board.
See sections: C.1.22
Not applicable
17. The secretary of the Board takes pains to ensure that the actions of the Board:
a) Comply with the conditions and the spirit of the laws and regulations, including those approved by regulatory entities;
b) Comply with the company’s Articles of Association and with the regulations of the Shareholders’ Meeting, the Board of Directors and
any other company regulations;
c) Take into account the recommendations on good governance contained in this Unified Code that the company has accepted.
And in order to safeguard the independence, impartiality and professionalism of the secretary, their appointment and removal is reported
by the Appointments Committee and approved by a plenary session of the Board; and this appointment and removal procedure is part of
the Regulations of the Board of Directors.
See sections: C.1.34
Compliant
18. The Board is to meet as frequently as required to efficiently perform its functions, following the schedule of dates and matters established
at the start of the year, and each director may propose other items not initially included on the agenda.
See sections: C.1.29
Compliant
ANNUAL CORPORATE GOVERNANCE REPORT
