91
18.- SHARE-BASED REMUNERATION SCHEMES
31 December 2013 marked the end of the Group’s share-based remuneration scheme, approved in May 2007. On this date, none of the legal rights
had been exercised, since the quoted price of the shares of NH Hotel Group S.A. had not reached the minimum required, whereupon on that date, in
accordance with the legislation applicable to this remuneration scheme, the legal rights automatically expired.
In order to hedge the possible financial liabilities of said remuneration scheme, the Group entered into a swap agreement to hedge the possible
financial liabilities arising from the exercise of this share-based incentives plan. Subsequently, a novation amending this agreement was signed on 13
June 2009 to complement the financial hedge and adjust it to new market conditions.
Upon expiry of the last equity swap settlement date, a six-month extension of the swap agreement was granted. Subsequently, on 6 November 2013,
the Group settled the swap for €30,601 thousand.
The change in the fair value of this financial instrument until the settlement date had a positive impact of €9.5 million on the consolidated
comprehensive profit and loss statement for the year ending 31 December 2013 (see Note 27.6).
Long-term share-based incentive plan
The shareholders at the Annual General Meeting held on 25 June 2013 approved the grant of a total of 896,070 shares of the Parent to the CEO. The
Group valued these shares at the closing market price on the date of assuming the commitment to the beneficiary. The effect of this item on the
profit and loss statement for 2014 was €452 thousand (€453 thousand in 2013).
New long-term incentive plan
On 25 June 2013, the Company’s General Shareholders Meeting approved a long-term share-based incentive plan (“the plan”) for the NH Hotel Group
SA’s executives and employees, as follows:
The plan will consist of the grant of ordinary shares of NH Hotel Group, S.A. to the beneficiaries calculated as a percentage of the fixed salary,
according to their level of responsibility. The number of shares to be granted shall be subject to the degree of fulfilment of the following objectives:
• TSR (total shareholder return) at the end of each of the plan cycles, comparing the performance of NH Hotel Group, S.A. shares with the
following indices:
- IBEX Medium Cap
- Dow Jones Euro STOXX Travel & Leisure
• EBITDA, discounting the amount corresponding to rentals compared annually with the forecasts of the Company’s strategic plan.
If the minimum degree of fulfilment established in the aforementioned objectives is not achieved, the plan beneficiaries shall not be entitled to shares
under said plan.
The plan is aimed at a maximum of 100 beneficiaries. The Board of Directors, at the proposal of the CEO, may include new members in the plan.
The plan will have a total duration of five years, divided into three three-year cycles:
• The first cycle commences on 1/1/14 with delivery of shares on 1/1/17.
• The second cycle commences on 1/1/15 with delivery of shares on 1/1/18.
• The third cycle commences on 1/1/16 with delivery of shares on 1/1/19.
The Board of Directors will be authorised to decide, before the start of each of the cycles, the effective implementation thereof in accordance with
the Group’s financial position at the time. At 31 December 2014, only the first cycle had been approved.
The number of shares to be delivered to each beneficiary shall be that resulting from dividing the maximum amount destined to each beneficiary in
each cycle by NH’s share price in the ten days prior to the grant date of each cycle (“reference value”).
The total maximum amount destined to the plan in each of the cycles is as follows:
• First cycle: €6,170,000
• Second cycle: €5,830,000
• Third cycle: €4,440,000
• Total: €16,400,000
The beneficiaries must remain in the Group on each of the plan settlement dates, notwithstanding the exceptions deemed appropriate. Also, the
aforementioned minimum TSR and EBITDA thresholds must be reached.
The item recognised in the income statement for 2014 in this connection amounted to €746 thousand.
MEMORIA DE LAS CUENTAS ANUALES CONSOLIDADAS
