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g) Report, in advance, to the Board of Directors on all the matters established by law, the Articles of Association and the Board Regulations,
in particular, on:
1. the financial information which the company must publish periodically,
2. the creation or acquisition of shares in entities with a special purpose or domiciled in countries or territories considered to be tax havens
and
3. operations with related parties.
c) Operation.
The Audit and Control Committee will meet at least once a quarter, and as often as is appropriate, on being convened by its Chairman, on his/
her own decision or in response to the request of two of its members or of the Board of Directors.
The Audit and Control Committee may require the attendance at its meetings of any employee or executive of the company, as well as the
Company’s Auditor.
Through its Chairman, the Audit and Control Committee will report to the Board on its activity and the work carried out, at the meetings
established for this purpose or at the immediately following meeting when the Chairman of the Audit and Control Committee considers it
necessary. The minutes of its meetings will be available to any Member of the Board who requests them.
2) Composition of the Audit Committee
The composition of the Audit and Control Committee respects the regulation imposed by the Articles of Association and the Regulations of the
Board of Directors of NH Hotel Group, S.A. which is a faithful reflection of the Recommendations of the Unified Good Governance Code.
During 2015 there have been several changes in the composition of the Audit Committee, cased, on the one hand, by the appointments as new
members of Mr Francisco Javier Illa on 27th January 2015, of the Independent Director Mr Francisco Román Riechmann on 26th February 2015,
and of Ms Koro Usarraga Unsain on 19th June 2015, with the latter being appointed Chair of the Committee on 27th July, replacing Mr Carlos
González Fernández, who had held that post since 2011 and who has had to step down from his post as Chairman due to have completed the
maximum legal term established for that purpose.
By virtue of the above, the composition of the Audit and Control Committee at 31st December 2015 is as follows:
Chair:
Ms Koro Usarraga Unsain (Independent)
Members:
Mr Carlos González Fernández (Independent)
Mr Francisco Román Riechmann (Independent)
Mr Xianyi Miu (Shareholder-representative)
Mr Francisco Javier Illa (Shareholder-representative)
Secretary:
Mr Carlos Ulecia Palacios
Thus the provisions of the legislation are fulfilled with regard to the requirement that all the members of the Committee must be External Director,
at least the majority of whom must be Independent Directors, at least one of whom must be appointed taking into account his or her knowledge
and experience in accounting, auditing or both. Furthermore, the Chair of the Audit Committee is an Independent Director, thus also complying
with the provisions of the Companies Act, recently amended first by the provisions of Act 31/2014, of 3rd December, amending the Companies
Act for the improvement of corporate governance, and subsequently by Account Audit Act 22/2015, of 20th July.
3) Relations with External Auditors
The parent company of the NH Hotel Group has been audited since 1986 by audit firms of renowned prestige. From 1986-1992 it was covered by
Peat Marwick, and from 1993-2001 by Arthur Andersen. Since 2002 the audit has been carried out by Deloitte.
The Consolidated Annual Accounts for 2015 have been audited by five independent firms.
Deloitte is the lead auditor and, as such, issues the audit opinion on the Consolidated Annual accounts. It has performed the verification of the
accounts of the companies included in the Business Units of Spain (except Portugal), Italy (except United States), Germany, Holland/Belgium,
Austria/Switzerland (except Hungary), Mexico and MERCOSUR which represent 95.9% of the consolidated assets and 98.4% of net turnover.
Deloitte was appointed lead auditor of the Group for the term of one year at the General Shareholders’ Meeting of NH Hotel Group, S.A. held on
29th June 2015 and auditor of the different Business Units indicated above at their respective General Shareholders’ Meeting. This firm has been
the lead auditor of the Group since 2002, although in 2003, 2005, 2007 and 2014 changes took place in the partner responsible for the audit.
ANNUAL REPORT OF THE AUDIT AND CONTROL COMMITTEE OF NH HOTEL GROUP, S.A.
