28
C.1.19 State the procedures for selecting, appointing, re-electing, appraising and removing Directors. Name the competent bodies, the procedures
to be followed and the criteria used in each procedure.
Selection procedures for members of the Board.
The Directors are appointed by the General Shareholders’ Meeting, or provisionally by the Board of Directors in accordance with the provisions
contained in the Capital Companies Act and the company’s articles of association.
Proposals for appointments or the re-election of members of the Board of Directors is the responsibility of the Appointments, Remuneration and
Corporate Governance Committee in the case of independent Directors and is the responsibility of the Board itself for all other cases. Proposals
should always be accompanied by a report from the Board assessing the proposed candidate’s competence, experience and merits, which will
be attached to the minutes of the General Shareholders’ Meeting or that of the Board.
Proposals for appointing or re-electing any non-independent Director must also be preceded by a report from the Appointments, Remuneration
and Corporate Governance Committee.
The Board of Directors must ensure that the selection process for its members favours diversity in terms of gender, experience and knowledge
and does not suffer from implicit biases that may lead to any type of discrimination and, particularly, that it facilitates the selection of female
Directors.
In terms of appointing external Directors, the Board of Directors and the Appointments, Remuneration and Corporate Governance Committee
have a duty to ensure, within the scope of their respective competencies, that the election of candidates falls on people with a solid reputation,
proven skills and experience, and who are prepared to dedicate a sufficient part of their time to the Company, taking the utmost care in choosing
people who may be selected to be independent Directors.
The Board of Directors will propose or designate people who meet the requirements set out in article 9.3.2 of the Regulation of the Board of
Directors to cover the position of independent Directors.
In any event, those subject to any incapacity, disqualification, prohibition or conflict of interests set forth in current legislation may not be
proposed for appointment as Board members.
All those directly or indirectly holding interests of any type or that have an employment, professional or mercantile relationship, or relations of
any other type with competitor companies, shall be considered as incompatible for the position of Director, except when the Board of Directors,
with a favourable vote of at least 70% of its members, agrees to set aside this condition. The above is without prejudice to any other waiver that,
in compliance with current legislation, the General Shareholders’ Meeting had to provide.
C.1.20 Explain how far the annual assessment of the board has led to important changes in its internal organisation, and on the procedures
applicable to its activities:
Description of changes
Given the assessment performed by the Board of Directors, certain areas that could be improved have been detected. These aspects are mainly linked to the
Board’s contribution to strategic planning and to improving certain operational aspects of the Executive Committee. For each one of these fields, action plans
have been established that will be implemented throughout this financial year, with almost all of the plans focused on the first semester of 2016.
Description of changes:
C.1.20 bis Describe the assessment process and the areas that have been assessed by the Board of Directors aided, as appropriate, by an external
consultant, with respect to the diversity of its composition and duties, the functioning and composition of its committees, performance of
the Chairman of the Board of Directors and the Chief Executive of the company and the performance and contribution of each Director.
The assessment process has been carried out by the NH Hotel Group Board of Directors with the assistance of a firm (one of the so-called “big
four”) specialising in the matter, in order to respond to Recommendation number 36 of the Code of Good Governance of Listed Companies of
the Spanish National Securities Market Commission. This process has assessed:
- The operation of the company’s governance bodies
- Information
- Functions of the Board of Directors
- Responsibilities in terms of reports to third parties
- Strategic planning
- Operational and financial supervision
- Methodology of Board and Committee meetings:
- Planning meetings
- Presentations
- Communication and participation in meetings
ANNUAL CORPORATE GOVERNANCE REPORT
1. Periodically inform Directors of the perception of relevant third parties and, in particular, that of investors.
2. Review the structure and content of the Committees’ reports to the Board.
3. Review the role of the Board with regard to internal control.
4. Reinforce the contribution of the Board to strategic reflection and planning.
5. Operational and financial supervision of the company and reinforcing procedures in this field.
6. Review the information provided before meetings of the Board and the Committees.
7. Review the amount of time information is sent in advance of meetings.
8. Develop orientation, informational and training activities for Directors.
9. Review the content of presentations to the Board and Committees.
10. Review the methodology of the Executive Committee meetings.
