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C.1.7 Explain how major shareholders are represented on the Board.
As set out in Article 9 of the Board Regulations, the Board will ensure that the majority group of external Directors includes, on one hand,
those proposed by the holders of significant stable holdings in the company capital (proprietary Directors) and, on the other, professionals of
recognised prestige who are not associated with the executive team nor with major shareholders (independent Directors).
Proprietary Directors are those that represent or have a shareholding in the Company that is greater than or equal to what is legally considered
significant, or that may have been appointed due to their status as shareholders even though their shareholding does not reach the legally
established amount.
For the purposes of this definition, it shall be assumed that a Director represents a shareholder when:
a) He/she was appointed by virtue of the right to representation.
b) He/she is a Director, senior manager, employee or regular service provider of this shareholder, or of companies belonging to its group.
c) The company documentation states that the shareholder accepts that the Director has been appointed by it or represents it.
d) He/she is the spouse, or connected by a similar relationship, or related up to the second degree of kinship to a major shareholder.
C.1.8 Explain, if applicable, the reasons why proprietary Directors have been appointed at the request of shareholders whose holdings are below
3% of share capital:
Indicate whether formal requests for representation on the Board from shareholders whose shareholding is equal to or greater than other
shareholders at whose request proprietary Directors have been appointed, have not been acted upon. Explain the reasons why they have not
been acted on, as applicable:
NO
C.1.9 Indicate whether any Director has left their position prior to the completion of their mandate; whether the Director has explained their
reasons to the Board, and by what means; and, in the event that the written communication was sent to the whole of the Board, explain
the reasons given:
Name of the Director
Reason for departure
MR LIVIO GIOVANNI MARIA TORIO
Sale of the entire holding in NH Hotel Group, S.A. of the shareholder Intesa Sanpaolo SPA,
which the Director represented.
MR RODRIGO ECHENIQUE GORDILLO
Inability to continue presiding the company, given the new responsibilities assumed outside of
the group, and given the solid evolution of NH Hotel Group, S.A.’s business.
C.1.10 Indicate, if applicable, the powers delegated to the Executive Director(s):
Name or company name of Director
Brief description:
MR FEDERICO GONZÁLEZ TEJERA
All the powers that correspond to the Board of Directors, except those that cannot be
delegated by law or the company’s articles of association.
C.1.11 Identify, if applicable, the members of the Board that hold administrative or management positions in other companies that form part of
the group of the listed company:
Name or company name of Director
Company name of group company
Position
Do they have executive
duties?
MR FRANCISCO JAVIER ILLA RUIZ
COPERAMA HOLDING, S.L.
DIRECTOR
NO
MR CHARLES MOBUS
BEIJING NH GRAND CHINA HOTEL
MANAGEMENT CO.LTD.
CHAIRMAN
YES
MR FEDERICO GONZÁLEZ TEJERA
BEIJING NH GRAND CHINA HOTEL
MANAGEMENT CO.LTD.
DIRECTOR
NO
MR HAIBO BAI
BEIJING NH GRAND CHINA HOTEL
MANAGEMENT CO.LTD.
DIRECTOR
NO
MR XIANYI MU
BEIJING NH GRAND CHINA HOTEL
MANAGEMENT CO.LTD.
DIRECTOR
NO
ANNUAL CORPORATE GOVERNANCE REPORT
