14
corporate governance
Shareholding structure • New developments in Corporate Governance
NH Hotel Group is constantly updating its Corporate Governance system, which encompasses
its Articles of Association, corporate policies, internal rules and regulations, and various
internal codes and procedures approved by the competent corporate bodies.
In preparing these documents, the good governance recommendations generally accepted in
the international markets, especially those from the main Proxy Advisors, have been taken into
account to a greater or lesser extent.
SHAREHOLDING STRUCTURE
At the closing of the 2015 financial year, the share capital of NH Hotel Group S.A. was
represented by 350,271,788 bearer shares with a par value of 2€ each, fully subscribed and
paid. All shares have the same voting and financial rights and are listed on the Continuous
Stock Market.
Following the latest notifications received by the Company and the communications sent to
the National Stock and Securities Commission by the closing of every financial year, the most
significant holdings as at 28 April 2016 were as follows:
NEW DEVELOPMENTS IN
CORPORATE GOVERNANCE
In the 2015 financial year, multiple modifications were made to the internal regulations of
NH Hotel Group, S.A. in order to harmonize them with significant organisational changes
within the Company and incorporate the latest innovations regarding Corporate
Governance introduced by Law 31/2014, of 3 December, modifying the Corporate
Enterprises Act to improve Corporate Governance, as well as the new Code of Good
Governance of Listed Companies, approved by an Agreement of the Board of the
Spanish National Securities Market Commission on 18 February 2015.
In this way, both the Board of Directors, at its meeting of 29 April 2015, and subsequently
the Ordinary General Meeting held on 29 June 2015, decided to approve the modification
of certain articles of the Regulations of the Board of Directors, with the aim of including
the latest innovations regarding Corporate Governance introduced by Law 31/2014, of 3
December, modifying the Corporate Enterprises Act to improve Corporate Governance,
as well as some of the recommendations included in the new Code of Good Governance
of Listed Companies, approved by an Agreement of the Board of the Spanish National
Securities Market Commission on 18 February 2015.
Furthermore, on 27 July 2015, the Board decided to modify articles 24 and 26 of the
Regulations of the Board of Directors in order to include the possibility for other Directors
who have expressed an interest and have been authorised by the Board of Directors to
attend and participate in both the Executive Committee and the Appointments and
Remunerations Committee, with the right to speak but not vote.
Finally, on 29 October 2015, the Board of Directors once again approved a modification
to said Regulations in order to perform the necessary changes resulting from the
Board’s approval of the co-chairmanship of the company, which resulted in the
appointment of a Chairman of the Board and a Chairman of the Executive Committee,
and furthermore proposing the alternation of said Chairmen in chairing the General
Shareholders’ Meeting on a rotating basis. Additionally, the Regulations of the Board of
Directors were modified to include the latest changes established in Law 22/2015, of
20 July, on Accounts Auditing, as well as some additional new provisions set out in the
aforementioned Code of Good Governance of Listed Companies. Worth noting is the
change in the denomination of the Appointments and Remunerations Committee to the
Appointments, Remunerations and Corporate Governance Committee, for covering new
functions related to the analysis and oversight of Corporate Governance and Corporate
Social Responsibility rules.
CORPORATE GOVERNANCE
29.50% HNA Group Co Limited
9.10% Grupo Inversor Hesperia, S.A.
8.75% Oceanwood Capital Management LLP*
4.19% Henderson Global Investors LTD
2.95% Schroder PLC
2.64% Taube Hodson Stonex Partners LLP
2.30% Blackrock Inc.
0.96% Fidelity International Limited
0.66% Invesco LTD
0.22% UBS Group AG
2.57% Autocartera
0.05% Acciones titularidad de empleados de NH
47.88% Free Float
shareholding
structure of
nh hotel group
*The shareholder Oceanwood declared additional voting
rights (1.25%) through financial derivatives.
