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Area of competence:
1. Report to the General Shareholders’ Meeting on any matters broached within the sphere of its competence.
2. Supervise the effectiveness of the company’s internal control, internal auditing, where applicable, and risk-management (including tax risk)
systems, as well as discussing with auditors or audit companies any significant weaknesses in the internal control system identified during
audits.
3. Oversee the process of drawing up and submitting regulated financial reporting.
4. Pass along to the Board of Directors proposals for selecting, appointing, re-electing and substituting external auditors, as well as conditions
for their contracting and regularly collecting information from them on the audit plan and its execution, in addition to preserving its
independence in exercising its functions.
5. Establish suitable relationships with auditors or audit firms in order to receive information regarding any issues that may jeopardise their
independence, so that these can be examined by the committee, and any other matters related with the process of conducting financial
audits, as well as any other communications stipulated in the financial auditing legislation and audit regulations. In any event, it must receive
written confirmation on an annual basis from the auditors or auditing firms of their independence from the Company or entities related to it
either directly or indirectly, as well as information on any additional service of any kind provided to such entities and the corresponding fees
received by the aforementioned auditors or by persons related to them in accordance with the provisions set forth in legislation regarding
auditing.
6. Issue, once a year and prior to the release of the auditor’s report on the financial statements, a report expressing an opinion on the independence
of the auditors or audit firms. This report must always contain an assessment of the additional services referenced in the above paragraph,
considered individually and together, that are separate from the legal audit and with regard to their independence and to audit regulations.
7. Provide previous information for the Board of Directors on all matters established by law, the articles of association and in the Regulation of
the Board, and, in particular on:
1. periodic public financial information
2. the creation or acquisition of any equity investments in special purpose vehicles and companies registered in tax havens, and
3. related party operations.
8. Safeguard the independence and effectiveness of the internal audit area; propose the selection, appointment, re-election and removal of the
manager of the internal audit service; propose the budget for this service; receive periodic information about its activities; and verify that
senior management takes into account the conclusions and recommendations of its reports.
9. Set and oversee a mechanism that allows employees confidentially and, if deemed appropriate, anonymously, to report any breaches of the
Code of Conduct.
10. Supervise compliance and internal codes of conduct, as well as the rules of corporate governance
The Audit and Control Committee will meet at least once every quarter and as many times as may be necessary, after being called by the
Chairperson on his/her own initiative or upon the request of two of the Committee or the Board of Directors.
The Audit and Control Committee may require any of the Company’s employees or managers, including the Company’s Accounts Auditor, to
attend its meetings.
Through its Chairman, the Audit and Control Committee will give the board an account of its activities and work done, either at the meetings
scheduled for the purpose or at the very next meeting when the Chairman of the Audit and Control Committee deems it necessary. The minutes
of its meetings will be available to any member of the board that requests them.
Without prejudice to the detailed breakdown included in this Committee’s Annual Report, said Committee has held six meetings, in which it
has mainly dealt with the following matters: Analysis and assessment of the Financial Statements and Annual Report from 2014, reviewing
information on issues that may put the auditors’ independence at risk. Issuing a Report on the independence of said auditors, reviewing the
financial information published periodically in 2015, approving the fees for an External Auditor for 2015, supervising the Internal Auditing
strategic plan, as well as monitoring the Internal Audit Plan, approving a new NH Hotel Group Code of Conduct, supervising work performed
by the Compliance Committee, following up on the most significant projects performed by internal auditing, supervising and monitoring the
updates to the Group’s Risk Map, supervising SCIIF, IAGC and the tax policy.
Identify the Director appointed as member of the audit committee taking into account their knowledge and experience of accountancy, auditing,
or both, and report on how many years the chairman of this committee has held the post.
Name of the experienced Director
MS KORO USARRAGA UNSAIN
Nº of years chairman in post
0
ANNUAL CORPORATE GOVERNANCE REPORT
