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D.6 Describe the mechanisms established to detect, determine and resolve possible conflicts of interest between the
Company and/or its Group, and their Directors, managers or major shareholders
Article 32 of the Regulations of the Board establishes the duty of loyalty and the duty to prevent situations of conflict of interest that the Directors
must comply with. Thus, the aforementioned article states that Directors must perform their duties with the loyalty of a faithful representative,
operating under good faith and in the Company’s best interest. In particular, the duty of loyalty obliges the Director to:
a) Not exercise his powers for purposes other than those for which they have been conceded.
b) Keep the information, data, reports or background that he/she has had access to in the performance of his/her duty confidential, even when he/
she has left the position, except for cases where allowed or required by the law.
c) Abstain from participating in the deliberation and voting for agreements and decisions in which he/she or an associate has a direct or indirect
conflict of interests. Those agreements or decisions that affect his/her position as a Director shall be excluded from the above requirement to
abstain, such as his/her selection or removal for positions in the administration body or others of similar significance.
d) Perform his/her duties under the principle of personal responsibility with freedom of criteria or judgement and independence with regard to
instructions from and connections to third parties.
e) Adopt the necessary measures for avoiding situations in which his/her interests may enter into conflict with the company’s interests and with his/
her responsibilities to the company.
In particular, avoiding the situations of conflict of interest referred to in the above letter e), obliges the Director to abstain from:
i)Carrying out transactions with the Company, except where they were ordinary transactions carried out under standard conditions for clients
and of little importance, with these being understood to be those whose information is not necessary to express the true image of the equity,
financial situation and profit and loss of the company.
ii) Using the Company name or his/her position as Director to unduly influence the completion of private transactions.
iii) Making use of company assets, including confidential Company information, for private purposes.
iv) Exploiting the Company’s business opportunities.
v) Receiving benefits or remuneration from third parties other than the Company and its Group of associate companies while carrying out my
duties, except where these were mere acts of courtesy.
vi) Carry out activities on my own account, or for third parties, which would entail either actual or potential effective competition with the
Company or which, in any other way, would place me in permanent conflict with the Company’s interests.
The above provisions shall also be applicable in the case that the beneficiary of the prohibited acts or activities is an associated of the Director, in
accordance with the definition provided in article 231 LSC.
The Company may waive the prohibitions set out in this article, as established in article 230 LSC.
In any event, Directors must notify the Board of Directors of any direct or indirect situation of conflict of interest that they or their associates may
have with the Company.
Situations of conflict of interest involving Directors will be subject to inclusion in the Annual Report.
For the purposes of the provisions of this Regulation, associates are defined as those persons referred to in Article 231 of the Revised Text of the LSC.
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 when the Company’s interests or those of any of its Group’s companies directly or indirectly clash with
a Director’s personal interests. Said Procedure establishes in detail everything relative to i) the obligation of communicating possible situations of
conflict of interest to the Secretary of the Board, who will send them to the Audit and Control Committee periodically;
ii) the obligation of the affected Director to abstain from attending and intervening in the phases of deliberation and voting regarding those matters
in which he/she is involved in a conflict of interest, both in meetings of the Board of Directors as well as before any other company body, committee
or board that participates in the corresponding transaction or decision, and iii) the obligation of keeping a registry of said transactions.
D.7 Is more than one company in the Group listed in Spain?
NO
Identify the affiliate companies listed in Spain:
Listed Subsidiary Company
Indicate whether the respective areas of activity and the corresponding business relations between them have been publicly defined in detail, as well
as the areas and relations of the listed subsidiary company with the other companies in the Group;
State any possible business relationships between the parent company and the listed subsidiary, and between the latter and other group companies.
State the mechanisms created for resolving any conflicts of interest between the listed subsidiary and the other companies in the Group:
Mechanisms for resolving possible conflicts of interest
ANNUAL CORPORATE GOVERNANCE REPORT
