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H - OTHER USEFUL INFORMATION
1.
If there are any aspects relating to the corporate governance of the Company or the Group’s entities which have not been covered in the other
sections of this report, but which are necessary to include in order to gather complete and detailed information on the structure and practices of
the governance of the entity or the Group, please note them briefly.
2.
You may include any other information, clarification or detail in this section, related to the previous sections of the report, which may be relevant
but not repetitive.
Specifically, please indicate whether the company is subject to legislation other than that of Spain in relation to corporate governance and, if
applicable, include the information that must be provided and that is different to the information required by this report.
3.
The company may also indicate whether it has voluntarily committed to other codes of ethics or best practices, whether international, in the
sector or in another context. If so, identify the code in question and the date of adhesion.
SECTION A.3
The information contained in table A.3 sets out exclusively the number of voting rights held directly by private individuals and legal entities that
have the status of members of the Board of Directors. This number does not include the voting rights held by legal entities that have requested
and assigned proprietary Directors.
The 1.635.195 rights over shares owned by Mr. Federico González Tejera are related to the 896.070 rights over shares granted as a consequence
of the “Restricted Shares Plan”, as well as 355.787 and 383.338 “performance shares” granted during 2014 and 2015 respectively. All these
assignments are duly described in the Annual Remuneration Report that has been approved by the Board simultaneously to this Annual
Governance Report.
SECTION A.5
All relations of a commercial, contractual or corporate nature made between significant shareholders and the Company and/or its group have
been described in the section on Related Party Transactions (insofar as the significant shareholders are also Company Directors). These relations
have not been included in section A.5 since these transactions are considered to arise from the ordinary course of the Company’s business.
SECTION C.1.2
Without prejudice to the composition of the Board of Directors, the Company has made the decision to implement a co-chairmanship, which will
be carried out by the appointment of a Chairman of the Board and a Chairman of the Executive Committee.
This section shows the composition of the Board on 31 December 2015. Without prejudice to the above, it is hereby recorded that as a result of Mr
Rodrigo Echenique Gordillo’s departure, formalised on 21 September 2015, at the date this report was written there is a vacancy, which we intend
to cover as soon as possible.
Keeping the above in mind, all percentages recorded in this report with regard to the relations between different types of Directors are being
calculated based on 12 Directors.
SECTION 1.11
Even though the company called BEIJING NH GRQAND CHINA HOTEL MANAGEMENT LTD. Has not the consideration of group company,
according to article 42 of the Commercial Code, it has been considered appropriate to including this company, as 4 Directors of the listed
company are members of the Board of the Chinese company.
SECTION C.1.16
The amount broken down corresponding to the total remuneration paid to members of senior management also includes the amounts paid to
members who were considered to be senior management throughout 2015.
SECTION C.1.33.
The Board also has a Deputy Secretary, Mr Carlos Ulecia Palacios, who holds the post of General Secretary of the Company.
SECTION C.2.1.
Regardless of the composition of the Appointments, Remunerations and Corporate Governance Committee, it is hereby stated that after the
Board of Directors’ decision dated 27 July 2015, an additional modification to the Regulations of the Board has been approved in order to include
the possibility for other Directors who have expressed an interest and have been authorised by the Board of Directors to attend and participate
in the Appointments, Remunerations and Corporate Governance Committee, with the right to speak but not vote, until they no longer hold
their position. Said Directors without a vote will receive the same information and meeting announcements as the other voting Directors on the
Appointments, Remuneration and Corporate Governance Committee at the same time. In compliance with this provision, Mr Charles Mobus is a
non-voting member of this Committee.
With regard to the composition of the Audit and Control Committee, we would like to underline that all members have been designated taking
into account their experience in accountant and audit. Unfortunately the technical platform provided, only permits to elect one of these members.
In addition, Mr. Koro Usarraga has been elected Chairman of the referred Committee during July 2015. That is the reason why the reference to “0”
years as Chairman of the Commission has been introduced. Before that date, Mr. Carlos González was Chariman of the Commission, who had a
wide experience in accountant and audit.
ANNUAL CORPORATE GOVERNANCE REPORT
