corporate governance
Board of Directors and Management Committee
15
BOARD OF DIRECTORS AND
MANAGEMENT COMMITTEE
BOARD OF DIRECTORS
The Board of Directors is the Company’s oversight and control body. It is charged
with defining the Company’s management strategies and guidelines, as well as its
corporate organization framework in order to achieve greater efficiency, by ensuring
that the Company follows appropriate shareholder and market reporting procedures.
As part of its oversight and control role, the Board of Directors takes decisions
on major business and financial operations, and approves the basis for its own
organization and operation in order to ensure that it fulfils its role in the best possible
manner.
In addition to the composition of the Board of Directors as it is described below, the
Company has decided to establish a Co-Chairmanship structure in which Mr. Charles
Mobus and Mr. José Antonio Castro have been appointed Non-Executive Co-Chairs of
the Company. Mr. Charles Mobus is now Co-Chair and Chair of the Board of Directors,
and Mr. José Antonio Castro is Co-Chair and Vice-Chair of the Board, as well as Chair
of the Executive Committee.
As at 31 December 2015, the members of the Board of Directors were:
Co-Chairman and Chairman of the Board:
Mr. Charles Mobus (Proprietary, representing HNA Group)
Co-Chairman and Vice-Chairman of the Board:
Mr. José Antonio Castro (Proprietary, representing GIHSA)
Vice-Chairmen:
Mr. Ling Zhang (Proprietary, representing HNA Group)
Mr. Alfredo Fernández Agras (Proprietary, representing Oceanwood)
CEO:
Mr. Federico J. González Tejera (Executive)
Members:
Mr. Francisco Javier Illa Ruiz (Proprietary, representing GIHSA)
Mr. Xianyi Mu (Proprietary, representing HNA Group)
Mr. Haibo Bai (Proprietary, representing HNA Group)
Mr. Carlos González Fernández (Independent)
Mr. José María López Elola (Independent)
Mr. Francisco Román Riechmann (Independent)
Mrs. Koro Usarraga Unsain (Independent)
DELEGATED COMMISSION
The Delegated Commission is set up as a body with decisional capacity of general scope
and with express delegation of all the authorities vested in the Board of Directors, except
non-delegable powers either by Law or by Articles of Association.
Specifically, the Board Regulation of NH Hotel Group, S.A. instructs the Delegated
Commission the goal to give perspective and high level view both to the Board and the
executive team, in order to facilitate the Board of Directors its decision making process
in matters of its competence.
As at 31 December 2015 the members of the Delegated Commission were:
Chairman:
Mr. José Antonio Castro
Vice-Chairman:
Mr. Charles Mobus
Members:
Mr. Federico J. González Tejera
Mr. Xianyi Mu
Mr. Francisco Javier Illa Ruiz
Mr. Alfredo Fernández Agras
AUDIT AND CONTROL COMMITTEE
The Audit and Control Committee is responsible for ensuring efficient internal controls, liaising
with auditors, and supervising the preparation and reporting of financial information. It is also
responsible for internal audits, risk management systems, and all other functions falling under
its scope of competence under the legislation in force, the Articles of Association, and the
Regulation of the Board.
As at 31 December 2015 the members of the Audit and Control Committee were:
Chairman:
Mrs. Koro Usarraga Unsain
Members:
Mr. Carlos González Fernández
Mr. Francisco Javier Illa Ruiz
Mr. Xianyi Mu
Mr. Francisco Román Riechmann
