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In 2014, NH Hotel Group drove the creation of the Compliance function, the scope of which applies to the following key areas:
• Internal Code of Conduct: Sets out minimum standards to be respected in relation to the purchase and sale of securities and privileged and
confidential information and its processing.
• Conflict of Interests Procedure: Establishes the rules to be followed in situations where there is a conflict of interests between the Company,
or any of the companies making up the Group, and the direct or indirect personal interests of the Directors or persons subject to the conflict
of interests rules.
• Code of Conduct: Intends to establish the main values and rules which should govern the conduct and actions of each of the employees and
executives of the Group, as well as the members of the governing bodies of the companies that form part of the Group.
• Criminal Risk Prevention Model: Describes the crime prevention and management principles in place at NH Group and defines the structure
and operation of the control and monitoring bodies set up within the Company, systematising existing controls for the purpose of preventing
and mitigating the risk of crimes being committed in the Company’s various areas.
Compliance Committee
NH Hotel Group set up the Compliance Committee in 2014, comprising members of the Management Committee and senior management. It
has the power to oversee compliance with the Group’s Internal Code of Conduct, Conflict of Interests Procedure, Code of Conduct and Criminal
Risk Prevention Model.
The Compliance Committee submits a detailed report to the Board’s Audit and Control Committee regarding the activities carried out and has
the power to impose disciplinary sanctions on employees in matters within its scope of responsibility.
Compliance Office
The Compliance Office is in charge of distributing and overseeing compliance with the Code of Conduct and drawing up the Criminal Risk
Prevention Model. The Compliance Office reports directly to the Compliance Committee and is also responsible for managing the Code
Complaints Channel.
The Code of Conduct is available for employees on the company intranet, and for third parties on the Group’s website. Through the Human
Resources departments of each business unit, the Group has put in place a procedure for requesting all employees to adhere to the code, with
training on the Code of Conduct being imparted to NH Group’s employees. Its implementation and distribution continued during 2015 with on-
line training about the Code of Conduct, with the aim of raising awareness amongst all employees. During 2015 a total of 67.82% of employees
at NH Hotel Group, S.A.’s adhered to the Code of Conduct, which was updated on 29 June 2015.
Any modification of the Code of Conduct must be previously approved by the Board of Directors, and employees and any other people
affected must be notified.
The Code of Conduct contains the following points specifically relating to financial reports and the recording of transactions:
The Group has is committed to reporting transparency, construed as the undertaking to release reliable information to the financial markets,
as well as to any other kind of markets. Hence, the company’s internal and external financial and economic reporting shall faithfully reflect its
economic, financial and equity position in accordance with generally accepted accounting standards.
The aforesaid section stresses that “the individuals responsible must transmit truthful, complete and comprehensible financial reports. In no
case will they knowingly provide incorrect, imprecise or inaccurate information. To this end, individuals responsible will refrain from:
- Keeping a record of transactions in non-accounting media not recorded in official books;
- Keeping accounts which, referring to the same activity and financial year, hide or fake the company’s true situation;
- Recording expenses, income, assets or liabilities which are non-existent or not in line with reality;
- Noting businesses, acts, transactions or, in general, financial transactions in the compulsory books, or making a note of them with figures
other than the true ones;
- Making entries in accounting books, incorrectly indicating their purpose;
- Using false documents;
- Deliberately destroying documents before the end of the legally-required time limit for retaining them.
• Reporting channel for informing the Audit Committee of financial and accounting irregularities, as well as any breaches of the Code of Conduct
and irregular activities in the organisation, noting if this is confidential.
A procedure has been established for lodging complaints about breaches of the principles enshrined in the Code of Conduct, and this enables
employees to provide confidential information about any non-compliance with the principles set out in the Code of Conduct. This procedure
ensures transparency, confidentiality and respect throughout all its stages. As mentioned previously, it is managed by the Compliance Office.
The procedure for reporting and dealing with possible non-compliance and reports relating to the Code of Conduct is administered by the SVP
of the Group’s Internal Audit Department, who acts independently and ensures the channel’s confidentiality, giving an account of the most
significant incidents over the course the year to the Group’s Audit and Control Committee.
Complaints should preferably by lodged electronically using a channel expressly set up for the purpose on the NH Hotels intranet
(
, through which they are forwarded to the SVP of the Internal Audit Department. In addition, they may be
sent by post for the attention of the SVP of NH Hoteles, S.A., Internal Audit Department at Santa Engracia 120, 28003 Madrid, Spain.
The SVP of the Internal Audit Department is responsible for analysing the information presented and requesting the corresponding evidence
and reports. All significant complaints are presented to the Compliance Committee and the Audit and Control Committee.
ANNUAL CORPORATE GOVERNANCE REPORT
