17
corporate governance
Compliance system
COMPLIANCE
SYSTEM
Since 2014, NH Hotel Group has promoted the creation of
a Compliance function covering the following key areas:
• Internal Code of Conduct in the Stock Exchange:
It
establishes the minimum standards that apply to the
purchase and sale of securities, as well as to privileged
and confidential information and how such information
must be handled.
•
Procedure on Conflict of Interest:
It establishes
the rules that apply to conflicts arising between the
interests of the Company, or any company within its
Group, and the direct or indirect personal interests of
the Directors or a person subject to the rules governing
conflicts of interest.
•
Code of Conduct:
It determines the main values and
rules that must govern the conduct and behaviour of
the employees, senior officials, and members of the
governing bodies of the Group.
•
Criminal Risk Prevention Model:
It describes the
principles applicable to the management and
prevention of crimes within NH Hotel Group. It also
defines the structure and operation of the control and
oversight bodies established within the Company,
systematizing existing controls for the purposes of
preventing and mitigating the risk of crime at the
different areas of the Company.
COMPLIANCE COMMITTEE
Since 2014, NH Hotel Group has a Compliance Committee,
composed of members of the Management Committee
and Senior Management. It is responsible for overseeing
compliance with the Internal Code of Conduct in the Stock
Exchange, the Procedure on Conflict of Interest, the Code
of Conduct and the Criminal Risk Prevention Model.
The Compliance Committee submits detailed reports on
its activities to the Audit and Control Commission and can
take disciplinary measures against employees in relation
to matters falling within its scope of competence.
COMPLIANCE OFFICE
The Compliance Office is responsible for disseminating
and overseeing compliance with the
Code of Conduct and preparing the Criminal Risk
Prevention Model. The Compliance Office reports directly
to the Compliance Committee and is also responsible for
managing the Complaints Channel.
The Code of Conduct explains how complaints received
through the Complaints Channel must be handled.
Transparency, confidentiality and respect are guaranteed
at all stages. In 2015 the Office investigated 24 alleged
breaches of the Code of Conduct and the relevant
sanctions were imposed, also 32 queries were responded.
NEW CODE OF CONDUCT
In line with its ethical commitments and the best Good
Governance practices, NH Hotel Group updated its Code
of Conduct in 2015 with the principles and rules that must
govern the professional behaviour of all the employees,
members of the governing bodies of all the companies
that form part of NH Hotel Group, guests, suppliers,
shareholders and other stakeholders.
An outreach and adherence internal campaign was
conducted to increase awareness about the new Code
among employees, who were provided with the Code
of Conduct documentation, a Practical Guide and a
Frequently Asked Questions document.
Online training sessions on the Code of Conduct continued
in 2015, with the purpose of bringing the Code closer to all
employees. 68% of employees have adhered to the Code
and 62% have completed the training course.
RELATIONSHIP WITH
GOVERNMENTS
The Company manages its business in accordance with its
corporate values and its ethical and conduct framework. It
also ensures strict compliance with the domestic legislation
in force. At the local level, the Company always acts
independently of any political party, ensuring transparency
in its dealings with public and administrative institutions.
Scope and key activities
Internal Code of Conduct
in the Stock Exchange
Procedure on Conflict
of Interest
• Oversee compliance with the
Internal Code of Conduct in
the Stock Exchange
• Verify fulfilment of the
Procedure on Conflict of
Interest
Code of Conduct
Criminal Risk
Prevention Model
• Ensure that all members of the
organization are familiar with
the Code of Conduct
• Take decisions on penalties
arising from breaches of the
Code of Conduct
• Answer questions related to
the Code of Conduct
• Ensure that training on the
Code of Conduct is provided
• Oversee the handling of
complaints submitted through
the
Complaints
Channel
• Regularly
monitor
and
supervise the Criminal Risk
Prevention Model
• Take all such complementary
measures as may be deemed
appropriate to ensure that
the organization properly
complies with the Criminal
Risk Prevention Manual and,
generally, that it meets the
goals contained in the Manual
• Implement planned review
schemes and conduct ad hoc
reviews requested by the
Audit and Control Committee
• Propose improvements where
breaches or poor control are
observed
• Report on its activities to
control officials and the
Compliance Committee
