SHAREHOLDER STRUCTURE
At the end of 2019, the share capital of NH Hotel Group, S.A. totalled €784,360,486 and was represented by 392,180,243 bearer shares with a par value of €2 each, fully subscribed and paid in.
According to the latest notifications received by the Company and the communications sent to the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores – CNMV) before the year end, the most significant shareholders at the end of the year were as follows:
* MINT is the indirect shareholder through MHG Continental Holding (Singapore) Pte Ltd.
Capitalization at the end of each year
(in million euros)
Relations with shareholders and investors
Throughout 2019 NH Hotel Group has been in permanent contact with the Company’s analysts and investors in order to satisfy their needs concerning the Group’s general evolution. This contact with the market takes place through individual meetings, attendance to investors’ conferences organized by various financial institutions and individual call requests.
The Company produces consistent and transparent financial information on a regular basis, with the aim of permitting monitoring for the analysis and valuation of the Group.
As a listed company, NH Hotel Group publishes quarterly results for the market. At the time of these quarterly publications, a call / conference with the market is also carried out, attended on average by 25 participants between investors and analysts.
The quarterly results published detail the following:
• KPIs and drivers of results.
• Evolution by geographical areas.
• Evolution of costs.
• Breakdown of cashflow and financial debt position.
In addition, the Investor Relations department is in permanent contact with the market through calls, trips, investors’ conferences… in order to inform the investment community of the Company’s evolution.
CORPORATE GOVERNANCE
The Corporate Governance system of NH Hotel Group is made up of the Bylaws, the Board of Directors’ Regulations, the General Shareholders’ Meeting Regulations and the Internal Regulations for Conduct on Securities Markets, as well as the other rules, codes, internal procedures and corporate policies approved by the competent bodies of the Company.
This System has been formalized in line with the highest standards of compliance with good practice in corporate governance, as defined by, among others, the Good Governance Code for listed companies (the “Good Governance Code”), approved by a Resolution of the Board of the CNMV on February 18th, 2015, and which is aligned with the recommendations on good governance of international markets.
Board of Directors of
NH Hotel Group
The Board of Directors is the Company’s senior management and representation body. It is empowered, within the scope of the corporate object defined in the Bylaws, to carry out any acts of administration or disposal, under any legal title, except those reserved by law or by the Company’s Bylaws to the exclusive competence of the General Shareholders’ Meeting.
Consequently, the Board of Directors is conceived basically as a supervisory and control body, while the ordinary management of the Company’s business is entrusted to the executive bodies and the management team. The functions of the Board of Directors and its Committees (Audit and Control Committee and Nominations, Remuneration and Corporate Governance Committee) are expressly reflected in articles 33 and 47 of the Bylaws and articles 5 and 25 of the Board Regulations. The Board of Directors will carry out its duties in line with the corporate interest, which is understood to be the Company’s interest; and in this regard, it will act to safeguard the Company’s long-term viability and to maximize its value, also weighing the many legitimate public or private interests involved in relation to any business activity.
Changes in the internal Board regulations
In 2019, the General Shareholders’ Meeting of NH Hotel Group, held on May 13th, 2019 approved an amendment to its Bylaws affecting the list of functions of the Board of Directors, adding a new subparagraph v) to article 33.2. of the Bylaws, in order to reflect faithfully the list of faculties of the Board of Directors established in articles 249 bis and 529 ter of the Spanish Companies Act (Ley Sociedades de Capital -“LSC”), following its amendment by Law 11/2018 of 28 December amending the Commercial Code, the revised text of the Companies Law approved by Royal Legislative Decree 1/2010 of 2 July and Law 22/2015 of 20 July on the auditing of accounts in the area of non-financial information and diversity”.
Board control committees
During 2019, as in the previous year, the Board of Directors of NH Hotel Group had the following control commissions and committees:
- Audit and Control Committee. Focused mainly, among other matters, on supervising the effectiveness of the Company’s internal control and the process of drawing up and presenting statutory financial information, ensuring the independence and effectiveness of the internal audit function and of the external auditor.
- Nominations, Remuneration and Corporate Governance Committee.Focused mainly on proposing the appointment of Independent Directors or reporting on the suitability of other directors to be appointed, as well as analysing and evaluating everything related to remuneration, of both Board members and Senior Management, drawing up the corresponding policies. It is also responsible for supervising and controlling compliance with Corporate Governance rules and the Corporate Social Responsibility Plan, proposing the necessary Reports to the Board.
As far as the Delegated Commission is concerned, on February 7th, 2019 the Board resolved to take over all the functions of that Commission, which was therefore disbanded.
Certain changes in the composition of the Board occurred in 2019. The current composition is the result of both resignations for professional reasons by the Independent Directors Ms. María Grecna, Mr. José María Sagardoy and Mr. Paul Johnson, tendered on April 10th, 2019, and the appointments of Mr. Kosin Chantikul as a Proprietary Director and Ms. Beatriz Puente Ferreras as an Executive Director, following a favourable report by the Nominations and Remunerations Committee, both of whom were appointed by co-optation by the Board on April 10th, 2019 and subsequently ratified by the General Meeting held on May 13th, 2019.
Between December 31st, 2019 and the date of this Report there have been no changes in the composition of the Board.
Certain changes in the composition of the Audit and Control Committee occurred in 2019, with the appointments of Mr. Stephen Andrew Chojnacki (on 7 February 2019), to replace Mr. José María Sagardoy and Mr. José María Cantero (on 10 April 2019), to replace Ms. María Grecna.
Several changes in the composition of the Nominations, Remuneration and Corporate Governance Committee took place in 2019. On 7 February 2019, Mr. Stephen Chojnacki was appointed member of the Committee and, on 10 April 2019, Mr. José María Cantero was appointed Chairman of the Committee, replacing Mr. José María Sagardoy, and also Mr. Alfredo Fernández Agras was appointed member.
The complete profile of all members of the Board of NH Hotel Group and its committees is public and can be consulted at the Corporate Governance section Corporate Governance section of the Company’s corporate website.
Selection Policy for Director Candidates
Candidate Selection Objectives and Process
On February 25th, 2016 following a favourable report issued by the Nominations, Remuneration and Corporate Governance Committee, the Board of Directors approved a Director Selection Policy which ensures that proposed appointments of directors of the Company are based on a prior analysis of the Board’s needs. To evaluate the candidates who participate in the selection process, the procedure takes into account the skills, experience, professionalism, suitability, gender, independence, knowledge, qualities, capacities and availability of members of the Board of Directors from time to time. The Nominations, Remuneration and Corporate Governance Committee plays a relevant role in this process.
This Policy seeks to avoid discrimination and ensure that merit is the governing selection principle in finding the best candidates for the Company.
Conditions that candidates must fulfill
Candidates for the post of Director of the Company must meet requisites of qualification and professional and personal honourability. In particular, they must be suitable and prestigious individuals, of recognized professional capability, competence and experience, with enough qualifications, training and availability for the position. Candidates must show a commitment to their role, with a personal and professional history of respect for the law and commercial good practice, and they must comply with the obligations established by law at all times in order to be part of the Board of Directors. Furthermore, they must be professionals of integrity, whose conduct and career are aligned with the ethical principles and duties established in the Company’s internal regulations, and they must share the Group’s vision and values.
Promotion of Diversity
NH Hotel Group is convinced that diversity in all its facets, at all levels of its professional team, is an essential factor to ensure that Company’s competitiveness and a key element of its corporate governance strategy. In the candidate selection process, discrimination is avoided, and merit is the principal selection criterion, in the corporate interest, with the process designed to seek the most qualified candidates.
However, and notwithstanding the above, every time a vacancy arises on the Board of Directors, and the corresponding selection process starts, at least one woman must participate as a candidate, until the target of 30% in 2020 is achieved.
To reach this target, the Nominations, Remuneration and Corporate Governance Committee will ensure that the selection process does not suffer from any implicit bias that impedes the selection of female Directors and that the potential candidates include women who match the required professional profile.
Management Committee
The NH Hotel Group Management Committee is conceived as a body that guarantees the viability of the business, seeking growth and establishing the Company’s strategic framework, developing talent and leadership.
The Management Committee as of December 31st, 2019 meets on a weekly basis and is made up of the Chief Executive Officers of the different areas:
- Mr. Ramón Aragonés Marín
Chief Executive Officer - Mr. Fernando Córdova Moreno
Chief People Officer - Ms. Laia Lahoz Malpartida
Chief Assets & Development Officer - Mr. Isidoro Martínez de la Escalera Álvarez
Chief Marketing Officer - Mr. Rufino Pérez Fernández
Chief Operations Officer & Global Transformation Leader - Ms. Beatriz Puente Ferreras
Executive Managing Director of Finance & Administration - Mr. Carlos Ulecia Palacios
General Counsel - Mr. Fernando Vives Soler
Chief Commercial Officer
Board and Senior Management Remuneration
* Included: Expenses, fixed remuneration accrued and a extraordinary bonus expected to be approved by the Board on February 25 with accrual 2019 (gross amounts). It should be noted that the two Chairs of the Committees and the Chairman of the Board are held by male Directors. These are positions that charge receive remuneration of 200,000 euros in the case of the Board Chairman and 90,000 euros in the case of Committee Chairs. If this comparison was made (“Remuneration of female member director” with respect to “male director-chairman”), the ratio would be “Women: €64,000 | Men: €101,747 |” for the year 2018, and “Women: €53,000 | Men: €128,844 |” for the year 2019.
** Included: Fixed salary, bonus received, long-term incentive, vehicle, medical insurance, life insurance and accident insurance. All amounts accrued in 2019 (gross amounts).
The remuneration of Executive Directors is included in the figures for the Management Committee as their functions as Board members are not remunerated. The change in the average remuneration of the Management Committee compared to 2018 is explained by the higher increase in the annual remuneration of women compared to the men who are members of the Committee.
Further information on the remunerations policies for the Board of Directors is available in the Annual Corporate Governance Report 2019.
COMPLIANCE SYSTEM
NH Hotel Group continues to promote the compliance functions, focusing on the following key areas:
Code of Conduct
Its purpose is to determine the principles, values and rules that are to govern the conduct and behaviour of each of the professionals and executives of the Group, as well as members of the governing bodies of Group companies and stakeholders working with NH Hotel Group. More information on the Code of Conduct can be found in the “Ethics and Conduct” section of this Report
Criminal Risk Prevention Model
It describes the principles applicable to the management and prevention of crimes within NH Hotel Group and defines the structure and operation of the control and oversight bodies established within the Company, systematizing existing controls for the purpose of preventing and mitigating the risk of crime in the different areas of the Company.
Internal Rules of Conduct
These rules establish the minimum standards that apply to the purchase and sale of securities, as well as to privileged and confidential information, and how such information must be handled.
Procedure for Conflicts of Interest
It establishes the rules to be followed in situations in which the interest of the Company or any of the Group companies comes into conflict with the direct or indirect personal interest of the directors or of persons subject to rules governing conflicts of interest.
Compliance Committee
Established in 2014, the Compliance Committee is made up of members of the Management Committee and Senior Management. It is responsible for overseeing compliance with the key areas of the Compliance System: the Internal Rules of Conduct, the Procedure for Conflicts of Interest, the Code of Conduct and the Criminal Risk Prevention Model.
The Compliance Committee oversees the activity carried out by the Compliance Office and submits detailed reports on its activities to the Audit and Control Committee. It can take disciplinary measures against employees in relation to matters falling within its scope of competence.
Three meetings of the Compliance Committee were held in 2019.
Compliance Office
The Compliance Office, under the leadership of the Compliance Officer, reports directly to the Compliance Committee and is responsible for spreading awareness of and monitoring compliance with the Code of Conduct and for preparing the Criminal Risk Prevention Model, as well as handling queries regarding the Code of Conduct.
In turn, the Head of Internal Audit is responsible for managing the confidential Whistleblowing Channel, which guarantees confidentiality and respect throughout all the phases of the procedure, as well as the absence of reprisals. The procedure is specified in detail in the Code of Conduct.
In 2019, a total of 45 alleged breaches of the Code of Conduct were reported, a decrease of 17% from 2018, and the pertinent disciplinary measures were applied, and a response was given to all 32 queries.
New policies approved in 2019
In 2019, following a favourable report from the Audit and Control Committee, the Board of Directors of NH Hotel Group approved a number of new policies: an Antifraud and Corruption Policy, as well as a Policy for the Prevention of Money Laundering and Terrorist Financing, applicable to all employees, executives and members of the Board of Directors, both of NH Hotel Group and all the other companies in the group.
The approval of these Policies has been duly communicated to all employees, and the corresponding online training has been launched to ensure they are understood and observed.
Antifraud and corruption policy
Approved in 2019, it updates the anticorruption policy of 2018 to include specifically the principles of the fight against fraud. Based on NH Hotel Group’s zero tolerance of fraud and corruption, it establishes the main guidelines for the detection and prevention of fraudulent behaviour, with special focus on the prohibition of any kind of bribery. The policy can be consulted in the “Corporate Governance” section of the NH Hotel Group website.
Policy for the prevention of money laundering and terrorist financing
Approved in May 2019, this policy reflects NH Hotel Group’s commitment to the prevention of money laundering and terrorist financing, with the aim of detecting and preventing NH Hotel Group. and the companies in its group from being used in money-laundering operations or to finance terrorism. Its main objective is to establish general guidelines that will aid the prevention and early detection of situations that could involve a risk for NH Hotel Group and the companies in its group in relation to these matters. The policy can be consulted in the “Corporate Governance” section of the NH Hotel Group website.
Gift policy
In order to prevent and detect situations that could give rise to breaches of law or have a negative reputational impact for the Company, NH Hotel Group has a Policy concerning corporate gifts, which was approved in 2018. Its objective is to regulate gifts received and given by employees when acting on the Company’s behalf.
ETHICS AND CONDUCT
The framework for ethics in NH Hotel Group is based on its Code of Conduct. Responsibility for approving the Code of Conduct lies with the Board of Directors. The most recent update of the Code was in 2015.
The Code affects all the people who work at NH Hotel Group, and is applicable not only to employees, executives and members of the Board of Directors, but also to other stakeholders such as customers, suppliers, competitors or shareholders, as well to the communities where NH Hotel Group operates its hotels.
The Code of Conduct summarizes the professional conduct that is expected of NH Hotel Group employees, who are committed to acting with integrity, honesty, respect and professionalism in carrying out their activities.
The NH Group is committed to complying with laws and regulations in the countries and jurisdictions where it does business. This includes, among other matters, laws and regulations on health and safety, discrimination, tax, data privacy, competition, anti-corruption, prevention of money laundering and an environmental commitment. The key areas covered by the Code include:
The Code of Conduct is published in 6 different languages on the official website of NH Hotel Group and is available to all stakeholders. Furthermore, with effect from 2017,
NH employees can access the code of conduct from their mobile devices using the “My NH” app. Employees at workplaces operating under NH Hotel Group brands have also been provided with a practical Guide and a FAQ document.
NH Hotel Group has set up a whistleblowing channel that allows employees, executives, members of the management bodies, suppliers, customers or any stakeholder to report confidentially and without fear of reprisals any breach of the Code of Conduct. The email address of the whistleblowing channel is available on the NH Hotel Group website and on the intranet and is managed by the Senior Vice President of Internal Audit.
Awareness and training on ethics and conduct
The Company has an online training tool for all NH Hotel Group employees with personalized mail through which they are provided with online courses on different matters, including the following courses relating to ethics and conduct:
• Code of Conduct.
• Crime Prevention.
• General Data Protection Regulation.
• Prevention of money laundering and terrorist financing.
• Antifraud and corruption.
All courses on the above matters include an exam that measures employees’ level of comprehension. NH Hotel Group also has a system that comprises certain controls the Company has that mitigate risks, both in relation to crime and financial reporting. This system is audited regularly.
It is not applicable to give the evolution of these training hours with respect to 2018, since they are reported in the chapter of NH ROOM4 People: Employees, in the section corresponding to “Training” as a requirement of Act 11/2018.
Protection of Human Rights
The principle of respect for and protection of Human Rights is integrated into the culture of NH Hotel Group and is applied to the activities carried on through the professionals, independently of the country or region where the activity is carried out.
The Company is committed to complying with Human Rights and works to prevent and manage the risks associated to the breach of such rights. This is reflected in the Company’s Corporate Responsibility Policy and Code of Conduct, which state its goal to lead the sector’s commitment to ethics, the protection of Human Rights and the fight against the abuse and human trafficking. The NH Hotel Group Code of Conduct is the document that acts as the framework for the Company’s commitment to respect Human Rights.
Relations with all stakeholders the Code applies to should always be based on respect for human dignity and non-discrimination. The Company rejects all conduct, behaviour or action likely to foster, promote or incite, directly or indirectly, hatred, hostility, discrimination or violence against a group for racist reasons or other reasons referring to the ideology, religion or beliefs, family situation, membership of an ethnicity, race or nation, national origin, gender, sexual orientation or identity, or due to illness or disability.
NH Hotel Group emphatically prohibits any kind of hostile or humiliating actions against people, the abuse of authority and any type of harassment, whether physical or psychological, as well as any other conduct that could generate an intimidating, offensive or hostile working environment. Furthermore, no child labour or forced labour is tolerated.
The Company also recognizes that the principle of equality of treatment and opportunities for addressees of the Code of Conduct is a principle that inspires its Human Resources policies and is applicable both to the hiring of employees and to training, career opportunities or salary levels, as well as all other aspects of labour relations with employees.
The Code of Conduct also prohibits the imposition on employees of health and safety conditions at work that damage, suppress or restrict their rights as recognized by legal provisions, collective agreements or individual contracts. No form of illegal traffic of labour or fraudulent emigration is permitted, and applicable legislation will be respected at all times with regard to the entry and transit of foreign nationals.
The Code also explicitly states that the exercise of the rights of protest, association, organization and collective bargaining in the framework of the rules regulating each of these fundamental rights will not be unduly limited, and in accordance with international laws and practices, particularly, the United Nations Universal Declaration of Human Rights and the principles stated by the International Labour Organization.
Compliance in relation to Human Rights
As described above, in order to guarantee compliance with the Code of Conduct, the Internal Audit department undertakes to supervise the principles and rules reflected in the Code and, therefore, is responsible for analysing any irregularity related to it. For this purpose, the Company has a whistleblowing channel, in order to make it easy to report any possible irregularity, breach or behaviour contrary to ethics, law and the rules that govern NH Hotel Group.
Possible breaches of Human Rights are handled through the Internal Audit department, which is responsible for managing the Group’s Whistleblowing Channel (codeofconduct@nh-hotels.com).
The Company has also put in place a specific external communication channel to report, process and manage incidents reported by suppliers (codeofconduct@coperama.com).
The procedure for reporting and dealing with possible breaches of the Code of Conduct will be managed by the Group’s Senior Vice President of Internal Audit.
In 2019, like in 2018, there were no reports relating to a possible breach of Human Rights.
Initiatives for the Protection of Human Rights
NH Hotel Group carries out its activity in a framework of commitment to the society and environment where it operates, and therefore accepts the contents of national and international agreements and treaties, undertaking to promote and comply with them. These commitments will avoid or, as the case may be, mitigate any negative consequences that its activities might cause to Human Rights.
The commitments acquired on subscribing to these international agreements guide the conduct of all the employees in the Company.
Notable among these codes voluntarily accepted by the Company are the UN Global Compact, support and contribution to the Sustainable Development Goals (SDG) and the Global Code of Ethics for Tourism, approved in 1999 by the Assembly of the UN World Tourism Organization (UNWTO). This code comprises 10 principles designed to guide key players in tourist development, aspiring to help to maximize the sector’s benefits while minimizing its impact on the environment, cultural heritage and local communities.
The Group is also part of the International Tourism Partnership (ITP), a global platform for leading companies in the hotel sector that share a common commitment to social responsibility and sustainability. This organization establishes four main goals which include the protection and promotion of Human Rights, a goal that NH Hotel Group subscribes to and supports.
The Company rejects any tourist activity that might constitute an attack on human rights or human dignity, placing special attention to children. Accordingly, in September 2012 NH Hotel Group joined ECPAT (End Child Prostitution, Child Pornography and Trafficking of Children for Sexual Purposes) for the protection of boys, girls and adolescents against sexual exploitation in tourism, also promoted by UNWTO and UNICEF.
New developments for the protection of Human Rights
In 2020, NH Hotel Group will reinforce its commitment to respect Human Rights by drawing up a corporate Policy, which will be approved in the middle of 2020 and will be integrated into the business model. Through this Policy, the Company will commit to playing an active role in the promotion of Human Rights and to working proactively to this end. The Policy will reflect the commitments already undertaken in this regard and will guarantee respect for the labour rights of all employees and contractors, in all the countries where the Company is present, in accordance with ruling law in each country.
Once the Policy has been defined, NH Hotel Group will work on the Group’s due diligence process to identify potential impacts on Human Rights in the value chain. As a result of this commitment, Human Rights risks will be identified on the Company’s risk map in order to traction the pertinent mitigation or resolution processes. With this initiative, situations and activities with the highest (direct or indirect) risk of having a negative impact on these rights will be identified.
Data Protection
In line with the implementation that commenced in the previous year on the entry into force of the new data protection regulations, NH Hotel Group has continued to adapt its personal data management and control systems to EU Regulation 679/2018 (GDPR) and Spanish Act 3/2018 (LOPDGDD). NH Hotel Group’s intention is to process the personal data of its customers, employees and suppliers with the utmost guarantees of respect for their privacy and complying at all times with the applicable legal obligations.
Accordingly, the different privacy policies have been updated, together with the data protection sections of legal disclaimers, both on websites and on documents provided to customers. The Company has also implemented a series of measures to make these privacy policies and legal disclaimers accessible to customers at all times.
In the framework of this adaptation, the Company has implemented an additional information system that is available to end customers, so that they can discover each of the types of processing carried out by NH Hotel Group.
The position of Data Protection Officer has also been created, not just to comply with the requirements of the new regulations, but also to ensure, among other functions, that customers’ rights in relation to data protection are always handled by the organization in accordance with the principles established in the new regulations.
Finally, NH Hotel Group has continued in 2019 with the improvement project in relation to the quality of data within the organization.
4.053
hours of training on
Privacy and Data
Protection
It is not applicable to give the evolution of these training hours with respect to 2018, since they are reported in the chapter of NH ROOM4 People: Employees, in the section corresponding to “Training” as a requirement of Act 11/2018.
Relations with Governments and Policy Influence
The Company manages its business in accordance with its corporate values and its ethical and conduct framework. It also ensures strict compliance with ruling legislation in each country.
In relation to local governments, the Company always acts independently of any political power, maintaining transparency in its dealings with public and administrative institutions. In 2019 the Company has received a total of €3,031,741 in public grants, of which 5% correspond to grants received for employee training.
NH Hotel Group is characterized by absolute political neutrality. The Company does not make economic or other contributions to political parties or candidates in elections.
NH Hotel Group does however form part of sectorial organizations or foundations linked to its activity or to the geographical area where it operates. Through its presence in these organizations, the Company aspires to contribute to the progress and development of the places where it is present. More information is available in section NH ROOM4 Responsible Shared Success: Sustainable alliances of this Report.