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1) Composition, competence and operation of the Audit and Control Committee
La Comisión de Auditoria y Control tiene como función primordial la de servir de apoyo al Consejo de Administración en sus funciones de The
essential function of the Audit and Control Committee is to serve as support to the Board of Directors in its supervision and control functions,
the most important manifestation of these being the duty to ensure the efficiency of the Company’s internal control and supervise the process of
drawing up and presenting regulated financial information.
The composition, competences and operation of the Audit and Control Committee are regulated in article 48 of the Articles of Association and
article 25 of the Board Regulations.
During 2015 the above-mentioned regulation has undergone several modifications in order to adapt its contents to various legislative changes. On
29th April 2015, the Board of Directors resolved to modify the Regulations of the Board of Directors, in order to incorporate the latest innovations
regarding corporate governance introduced by Act 31/2014, of 3rd December, amending the Companies Act for the improvement of corporate
governance, as well as certain Recommendations contained in the Unified Good Governance Code approved by the National Securities Market
Commission on 18th February 2015. Subsequently, on 29th October 2015, the Board of Directors resolved once again to modify the aforesaid
Regulations with the object, among others, of making the necessary adaptations as a result of entry into force of Account Audit Act 22/2015, of
20th July, which directly affected the composition and scope of competence of the Audit and Control Committee.
The composition, competences and operation of the Audit and Control Committee can basically be summarized as follows:
a) Composition.
De conformidad con lo previsto en los Estatutos Sociales (artículo 48) y el Reglamento del Consejo (artículo 25), La Comisión de Auditoría In
accordance with the provisions of the Articles of Association (article 48) and the Regulations of the Board of Directors (article 25), the Audit
and Control Committee will be made up of a minimum of three and a maximum of six Directors appointed by the Board of Directors. All the
members of this Committee should be External or Non-Executive Directors, at least a majority of whom must be Independent Directors, and
one of them will be appointed taking into account his/her knowledge and experience in the field of accounting, auditing or both.
The Chairman of the Audit and Control Committee shall be appointed out of the Independent Directors who form part of the Committee and
must be replaced every four years, and may be re-elected once after one year has elapsed since being replaced.
b) Competences.
The Audit Committee is assigned at least the following competences:
a) Report to the General Meeting on matters raised within its sphere of competence.
b) Supervise the efficiency of the Company’s internal control, internal audit, as the case may be, and the risk management systems, including
tax risks, and discuss with the accounts auditors or audit firms any significant weaknesses in the internal control system that may have been
detected in the course of the audit.
c) Supervise the process of drawing up and presenting regulatory financial information.
d) Make proposals to the Board of Directors for the selection, appointment, re-election and replacement of the external auditor, as well as the
contracting conditions, and obtain information regularly from the external auditor concerning the audit plan and its execution, as well as
preserving its independence in exercising its functions.
e) Establish the pertinent relations with the accounts auditors or audit firms in order to receive information on any matters that may put
their independence at risk, so that they can be examined by the Committee, and any other matters related to the audit process, and other
communications established in auditing legislation and auditing standards. In any case, it must receive written confirmation each year from
the accounts auditors or audit firms of their independence of the *company or companies related to it directly or indirectly, and information
on the additional services of any kind provided to and the corresponding fees received from such companies by the aforesaid auditors or
companies, or by persons or entities related to them in accordance with the provisions of legislation on auditing.
f) Issue each year, prior to the issue of the auditors’ report, a report in which an opinion will be expressed on the independence of the accounts
auditors or audit firms. This report must, in any case, contain a valuation of the provision of additional services as referred to in the preceding
section, individually considered and regarded as a whole, other than statutory audit and in relation to the regime of independence or to
auditing legislation.
ANNUAL REPORT OF THE AUDIT
AND CONTROL COMMITTEE OF
NH HOTEL GROUP, S.A.
Corresponding to the 2015 financial year
ANNUAL REPORT OF THE AUDIT AND CONTROL COMMITTEE OF NH HOTEL GROUP, S.A.
