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D - RELATED AND IN-GROUP TRANSACTIONS
D.1 Explain the procedure, if any, to approve transactions with related parties and parties within the group
Procedure for reporting approval of related party transactions
Articles 33.1.c) of the Articles of Association and 5.5 c) of the Board Regulations assign the Board of Directors the duty of approving related party transactions,
understood to be transactions between the Company and Directors, significant shareholders or bodies represented on the Board, or people associated with them,
as defined in the LSC. This approval will follow a Report by the Audit and Control Committee (Article 48.4 of the articles of association and 25 b) of the Board
Regulations).
Authorisation of the Board shall not be required however, for related party transactions that simultaneously meet the following three conditions:
1. That are carried out under agreements with standardised conditions and are applied in a general way to numerous clients;
2. That are carried out at generally established rates or prices, set by the supplier of the good or service;
3. For an amount not exceeding 1% of the company’s annual revenues.
Additionally, on 26 March 2014 the Board of Directors approved a Procedure on Conflicts of Interest and Related Party Transactions, available on the Company’s
website, which includes the approval of such transactions in greater detail. In this way, the aforementioned Procedure implements the provisions of the Regulations
of the Board of Directors and the Internal Code of Conduct on the Securities Market of the NH Hotel Group, S.A., and aims to detail the rules to be followed in those
transactions the Group performs with Directors, with people subject to rules of conflict of interest, or with major shareholders. Said Procedure establishes in detail
everything relative to i) the written communication that must be submitted by shareholders or Directors regarding transactions to be performed by them or their
respective associates to the Secretary of the Board of Directors, who will send it to the Audit and Control Committee periodically for its review and, if necessary,
to be passed along to the Board, provided that it does not fall within the pre-established criteria of cases that do not have to be submitted to the Board; and ii)
the obligation of maintaining a registry of said transactions.
D.2 List transactions which are significant for their amount or relevant due to their subject, between the company or
entities in its group, and significant shareholders of the company:
Name or business name of the major
Name or company name of the
company or group company
Nature of the
relationship
Type of transaction
Amount (€ thousands)
GRUPO INVERSOR HESPERIA, S.A.
HOTELES HESPERIA, S.L.
Contractual
Management
contracts
2,009
D.3 List transactions which are significant for their amount or relevant due to their subject, between the company or
entities in its group, and the managers or Directors of the company:
D.4 Report on the significant transactions carried out by the company with other entities belonging to the same group,
provided they are not eliminated in the process of drafting the consolidated financial statements and do not form
part of the Company’s normal business in relation to its purpose and conditions.
In all cases, any in-group transaction with entities established in countries or territories considered tax havens will be reported:
Business name of the entity in its group:
Amount (€ thousands)
Short description of the transaction
SOTOCARIBE, S.L.
4,820
LOAN
CONSORCIO GRUPO HOTELERO T2
672
LOAN
D.5 State the amount of the transactions carried out with other related parties.
ANNUAL CORPORATE GOVERNANCE REPORT
