32
C.1.38 State whether the audit report of the financial statements for the previous year included qualifications or reservations. If so, state the
reasons given by the Chairman of the Audit Committee to explain the content and scope of these qualifications or reservations.
NO
C.1.39 State the number of consecutive years in which the current audit firm has audited the annual accounts of the Company and/or its group.
Also, indicate how many years the current audit firm has been auditing the accounts as a percentage of the total number of years over
which the annual accounts have been audited.
Company
Group
Number of consecutive years
14
14
Number of years audited by the current audit firm / Number of years that the company
has been audited (%)
46,00%
46,00%
C.1.40 Indicate and, if applicable, provide details of whether there is a procedure whereby Directors can receive external advice:
YES
Details of the procedure
Article 28 of the Regulations of the Board of Directors expressly states that Directors may request the use of legal, accounting or financial advisers, or other
experts, paid for by the Company, to help them in the discharge of their duties. Such help must relate to specifically defined and complex problems that arise
in the course of their work. The decision to employ such services must be communicated to the Chairman of the Company and implemented through the
Secretary of the Board, unless the Board of Directors considers that such services are not necessary or appropriate.
C.1.41 Indicate and, if applicable, provide details of whether there is a procedure whereby Directors can have the information necessary to
prepare for meetings of the management bodies with sufficient time:
YES
Details of the procedure
According to article 21 of the Regulations of the Board, the announcement of the meeting, which will be published at least three days before the date of the
meeting, will include a preview of the likely agenda for the meeting and will be accompanied by the necessary written information that is available.
Furthermore, article 27 of the aforementioned Regulations indicates that Directors must diligently inform themselves of the Company’s progress, and to
that end, collect any necessary or pertinent information in order to correctly perform their duty. To this end, the Board has been assigned the broadest
possible powers to gain information about any aspect of the Company; to examine its books, registers and documents and any other information concerning
its operations. Said right to information is also extended to the various subsidiary companies that are included in the consolidated group, insofar as it is
necessary for the Director to correctly perform his/her functions as referred to in article 6 of said Regulations.
With the aim of not disturbing the Company’s normal management, the exercise of the right to information will be channelled through the Chairman or
Secretary of the Board of Directors, who will respond to requests from Directors by directly providing him/her the information or putting them in touch with
the appropriate people in the suitable level of the organisation.
With the aim of being assisted in the exercise of their functions, the Directors may obtain the necessary consulting from the Company to perform their
functions. In special circumstances, they may even request that the Company hire legal, accounting or financial consultants or other experts. Such help must
relate to specifically defined and complex problems that arise in the course of their work. The decision to employ such services must be communicated
to the Chairman of the Company and implemented through the Secretary of the Board, unless the Board of Directors considers that such services are not
necessary or appropriate.
C.1.42 State and, if applicable, provide details on whether the company has established rules that require Directors to report and, as applicable,
resign in those cases where the company’s credibility and reputation may be harmed.:
YES
Explain the rules
One of the changes included in the Regulations of the Board during financial year 2015 has been the introduction of a mechanism that obliges the Directors
to provide immediate notification of all legal proceedings in which they may be negatively affected.
In this way, article 14.2.d) of the Regulations of the Board of Directors of NH Hotel Group, S.A., modified on 29 April 2015, expressly establishes that Directors
shall place their office at the disposal of the Board of Directors and tender their resignation when their continued presence on the Board may affect the good
standing or reputation that the Company enjoys in the market, or put its interests at risk in any other way. In this case, the Director must immediately inform
the Board of the facts or procedural difficulties that affect said reputation or risk.
It also establishes that in all events, 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.
ANNUAL CORPORATE GOVERNANCE REPORT
