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C.1.43 State whether any Member of the Board of Directors has notified the Company that they have been prosecuted or issued with a summons
for oral proceedings in relation to the offences indicated in Article 213 of the Spanish Capital Companies Act:
YES
Name of the Director
Criminal Proceedings
Remarks
MR FRANCISCO JAVIER ILLA RUIZ
Order dated 15 January 2015 to proceed to trial in the
Proceedings abbreviated 91/2013 heard by Examining
Magistrates’ Court no. 4 of L’Hospitalet de Llobregat for
alleged crimes referred to in article 213 of the Corporate
Enterprises Act.
Pending legal ruling.
MR JOSE ANTONIO CASTRO SOUSA
Order dated 15 January 2015 to proceed to trial in the
Proceedings abbreviated 91/2013 heard by Examining
Magistrates’ Court no. 4 of L’Hospitalet de Llobregat for
alleged crimes referred to in article 213 of the Corporate
Enterprises Act.
Pending legal ruling.
State whether the Board of Directors has studied the case. If so, give a reasoned explanation of the decision as to whether or not the Director
should continue in his or her post, or if applicable, describe the actions taken by the Board of Directors up to the date of this report, or those
it intends to take.
YES
Decision made/action taken:
Reasoned explanation:
On 11 November 2015 the Board analysed the
case, without adopting any decision in that
regard, under the constitutional principle of
presumption of innocence and considering that
their continued presence on the Board does not
affect the Company’s standing or reputation,
nor does it put its interests at risk in any way.
The Board, at its meeting on 11 November 2015 analysed the case and was informed of the legal
framework to be considered (art. 24.2 of the Spanish Constitution, articles 213 and 223 of the Corporate
Enterprises Act, articles 37.2 d) of the Articles of Association and 14.2.d) of the Regulations of the Board
of Directors, as well as recommendation 22 of the Code of Good Governance of Listed Companies),
and unanimously decided to acknowledge the information offered by the Directors, without adopting a
decision in that regard, under the constitutional principle of presumption of innocence and considering
that their continued presence on the Board does not affect the Company’s standing or reputation, nor
does it put its interests at risk in any way.
C.1.44 List the significant agreements signed by the company and that come into force, are modified or are terminated in the case of a change
in control of the company resulting from a take-over bid, and their effects.
The NH Hotel Group has signed several financing contracts that contain a clause establishing their early maturity in the event of circumstances
that give rise to a change in control of the company NH Hotel Group, S.A.
Additionally, NH Hotel Group, S.A. has issued guaranteed senior bonds, as well as convertible bonds on 08 November 2013, which contain certain
consequences in the case of a change of control in the Issuer, such as the possibility that NH Hotel Group, S.A. may be required to repurchase
the senior bonds or adjust the conversion price for convertible bonds.
There are also hotel management contracts signed by Group subsidiaries in which the owner (or leasing company) of the hotels may exercise the
power to dissolve said contracts in the case of a change of control of NH Hotel Group S.A. If they exercise this power, the hotel owner must pay
the management company a sum that varies depending on when the compensation resulting from the dissolution of the contract is provided.
Therefore, for example, it is established in management contracts between Hoteles Hesperia, S.A. (which is 99% owned by NH Hoteles España,
S.L.) and the respective owners of the hotels in question that in the event of a change of control at NH Hotel Group, S.A., the owner may opt
to terminate the management contract, but would have to pay Hoteles Hesperia, S.A., an amount related to the Average Annual Earnings, as
defined in the contracts.
C.1.45 Identify, in aggregate form, and indicate in detail the agreements between the company and its Directors, managers or employees
providing compensation, guarantee or protection in the event of their resignation or wrongful dismissal, or upon conclusion of the
contractual relationship due to a take-over bid or other transactions.
Number of beneficiaries
4
Type of beneficiary:
Description of Agreement:
Board Member and certain members of Senior Management and one
employee.
In order to encourage loyalty and permanence in the Company, compensation
has been provided for which may be more than the amount resulting from
applying legal regulations, in the event of unilateral termination by the
Company. These amounts range from one year’s fixed salary to two years’ total
salary, i.e., fixed plus variable pay received over the last two years.
ANNUAL CORPORATE GOVERNANCE REPORT
