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H - OTHER USEFUL INFORMATION
1.
1 If there are any aspects relating to the corporate governance of the Company or the Group’s entities which have not been covered in the other
sections of this report, but which are necessary to include in order to gather complete and detailed information on the structure and practices of
the governance of the entity or the Group, please note them briefly.
SECTION A.2
The information provided in the reference section reflects holdings in the Company’s shares on 31 December 2014.
Notwithstanding this, on 23 January 2015, Intesa Sanpaolo S.p.A. and Private Equity International S.A. reported the sale of 7.6% of the share
capital of NH Hotel Group, S.A.
SECTION A.3
The information contained in table A.3 sets out exclusively the number of voting rights held directly by private individuals and legal entities that
have the status of members of the Board of Directors. This number does not include the voting rights held by legal entities that have requested
and assigned proprietary directors.
SECTION A.5
All relations of a commercial, contractual or corporate nature made between significant shareholders and the Company and/or its group have
been described in the section on Related Party Transactions (insofar as the significant shareholders are also Company directors). These relations
have not been included in section A.5 since these transactions are considered to arise from the ordinary course of the Company’s business.
SECTION A.6
In relation to the shareolders´agreement signed between Intesa Sanpaolo y NH Hotel Group, that comes from the Agreement described under
this paragraph A.6, the Companies wants to clarify that these agreements have been terminated, as duly communicated to the CNMV on 27th
January 2015, as a consequence of the sale of the whole stake in Intesa Sanpaolo.
SECTION C.1.2
This section shows the composition of the Board on 31 December 2014. It should be noted that, due to Intesa Sanpaolo S.p.A. and Private Equity
International S.A. having sold their entire shareholding in NH Hotel Group, S.A., reported on 23 January 2015, Livio Giovanni Maria Torio presented
his resignation to the Board on 27 January 2015.
Furthermore, the same Board meeting on 27 January 2015, after a favourable report by the Appointments and Remuneration Committee,
approved the appointment of the Director Ling Zhang as Vice-Chairman of the Board of Directors.
Taking into account the aforementioned, although the General Shareholders´meeting helt on 26th June 2015 has approved to fix the number
of the Directors up to 13, as per 31 december 2014 the Board was composed by 12 members, after the vacancy of Mr. Ramon Lanau after his
resignation on 23th December 2014.
Therefore all percentages included in this Report with regard to the total members of the Board have been done over 13 members, instead of the
12 existing members as per 31.12.2014.
At the issuance date of this Report there has been a second vacancy, after the resignation of Mr Livio Giovanni Maria Torio on 27th January 2015.
SECTION C.1.3
Mr. José Maria Lopez Elola was member of the board of Sotogrande, S.A., a company belonging to NH Hotel Group, SA. (100%) until its sale on
14th November 2014. Mr. Lopez Elola has gained 56.785,72 Euros as fix remuneration as member of the Board in Sotogrande, S.A. and until the
mentioned sale date.
SECTION C.1.15
Following the instructions of CNMV Circular 5/2013, of 12 June, establishing the IAGC models, the amount in thousands of Euros in the field
“Remuneration of the board of Directors” will relate to the amount the entity declares as total remuneration accrued, according to Table c)
“Summary of Remunerations” in Section D.1 – “Details of the individual remuneration accrued by each Director”, of the model defined in Appendix
I of CNMV Circular 4/2013, of 12 June, on the IAR.
SECTION C.1.16
The amount reflected in this paragraphs includes the amounts paid to members that have been members of the Management Committee during
2014.
SECTION C.2.1
With regard to the composition of the Audit and Control Committee, it shall be noted that although the nomination of Mr. Francisco Javier Illa was
done on 27th January 2015, he has been covering the vacancy of Mr. Ramon Lanau as member of the mentioned Committee, after his resignation
on 23th December 2014.
SECTION D.2
The Audit and Control Commission held on 22 September 2014 has informed favorably to the constitution of the Joint Venture with the shareholder
HNA Group for the development of the trademark NH in China. This approval has been adopted without the presence of the Proprietary Director
representing the shareholder HNA Group and was duly communicated by Relevant Fact of 25th September 2014 and with registry number 211.146.
ANNUAL CORPORATE GOVERNANCE REPORT
