MINOR HOTELS EUROPE & AMERICAS, S.A. Directors' Remuneration Policy
NH Hotel Group, S.A.
Appointment, Remuneration and Corporate Governance Committee
INTRODUCTION
This document contains the Directors' Remuneration Policy of NH Hotel Group, S.A., (hereinafter referred to as "NH", the "Company" or the "Group"), which will be submitted for approval by the General Shareholders' Meeting held in 2023 as a separate item on the agenda, (hereinafter referred to as the "Policy"), and that will replace the current Directors' Remuneration Policy approved by the General Shareholders' Meeting held on 12 May 2021. This Policy will come into force on 1 January 2024 and will remain valid until 31 December 2026, notwithstanding the adaptations or updates that, if any, could be made by the Board of Directors pursuant to the provisions therein and the modifications that could be approved by the General Shareholders' Meeting of NH from time to time.
The Policy, along with the date and result of the ballot, will be accessible on NH's website as of its approval and at least while it remains in force.
The Remuneration Policy contains the following sections:
Remuneration Policy Sections
- Principles of the Remuneration Policy.
- Summary of the main changes.
- Remuneration Policy for the Executive Directors.
- Remuneration Policy for the Directors in their positions as such.
- Applicable Remuneration Policy for new directors.
- Process for determining, reviewing, and implementing the Remuneration Policy.
7.
The consideration of the remuneration terms and conditions for all the employees and the perspective for the executive team
- Action taken to align the Remuneration Policy to the Company's targets, values and long-term interests.
- Term
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Appointment, Remuneration and Corporate Governance Committee
1. PRINCIPLES OF THE REMUNERATION POLICY
The aim of NH's Remuneration Policy is to reward the commitment, responsibility and talent of our employees, always taking into consideration the financial environment, the Company's results, the Group's strategy and best market practices.
The new Remuneration Policy includes the following principles of the previous Remuneration Policy:
Principles
Alignment with the investors
The design of the Directors' Remuneration Policy is regularly reviewed to ensure it is in line with achievement of results and creation of value for the shareholders.
Proportionality
The remuneration must be suitably in proportion to the Company's features and business model.
Balance
There must be a balance in the directors' remuneration between the various components of the remuneration.
Suitability
The Remuneration Policy for the directors, in their positions as such, is adapted to the composition of the Board and the amounts are sufficient to remunerate their qualifications, commitment and responsibility, ensuring due loyalty and involvement with the Company, but without its members' independence being compromised.
Non-discrimination
NH's Remuneration Policy will respect non-discrimination due to gender, age, culture, religion or race.
Alignment with the strategy
The Directors' Remuneration must be in accordance with the Group's strategy, including such remuneration components that may be necessary for such purpose. Furthermore, it must contribute to the Company's long-term sustainability and interests.
Transparency
The information on remuneration is in line with Corporate Governance best practices.
The Appointment, Remuneration and Corporate Governance Committee, (hereinafter referred to as the "ARCGC"), with support from the Sustainable Business department, will review the Directors' Remuneration Policy on an annual basis to check that it contributes to the business strategy along with the Company's long-term sustainability and interests.
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Appointment, Remuneration and Corporate Governance Committee
2. SUMMARY OF THE MAIN CHANGES
This new Policy is a continuation of the policy in force, which was approved by the General Shareholders' Meeting held on 31 March 2022 with 99.95% of the votes in favour.
The ARCGC has conducted an analysis of the Policy, bearing in mind the votes of the last annual directors' remuneration reports and the internal and external factors included in the following table:
External factors
- The legal requirements.
- General corporate governance regulations and recommendations at a national and international level.
- Market practices in comparable sectors and companies and market trends in general terms.
Internal factors
- The results achieved in the previous financial years.
- The short- and long-term strategic priorities.
- Alignment with the design of the remuneration system for the executive team and all the employees.
This new Policy is adapted to the current governance structure of the Board of Directors where three members thereof perform executive duties. Moreover, the relevant amounts for the Fixed Remuneration are updated after the increases applied in the financial year 2023. When approving this increase, according to a proposal made by the ARCGC, the Board of Directors has considered that the increases are in line with those applied to the staff in general, as well as the Company's financial recovery and quality ratios, which have exceeded pre-pandemic revenue. Moreover, the maximum levels of the Short-Term Variable Remuneration (hereinafter referred to by its initials STVR) and the Long-Term Variable Remuneration (hereinafter referred to by its initials LTVR) (150% of the target amount) have been standardised, even though in 2023 the maximum STVR amounts to 130% and the maximum LTVR to 150% of the target amount.
3. REMUNERATION POLICY FOR THE EXECUTIVE DIRECTORS:
3.1 Overview of the main remuneration components
In addition to the fixed remuneration components (Fixed Remuneration and Remuneration in Kind), a significant part of the total remuneration of the directors who perform executive duties is linked to the short- and long-term results obtained by NH.
In this respect, the Remuneration Policy provides a reasonable balance between the aforementioned fixed and variable components that expresses a suitable undertaking of risks combined with achieving the short- and long-term targets linked to creating sustainable value.
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Appointment, Remuneration and Corporate Governance Committee
Chief Executive Officer (CEO)
Chief Operations Officer (COO)
Chief Assets &
Development
Officer (CADO)
Fixed
Remuneration
(FR)*
€735,000
€420,000
€367,500
Short-Term Variable | Long-Term Variable | ||||||||||||||||||||||
Remuneration (STVR) | Remuneration (LTVR) | ||||||||||||||||||||||
Minimum | Target | Maximum | Minimum | Target | Maximum | ||||||||||||||||||
0% FR | 65% FR | 0% FR | 65% FR | ||||||||||||||||||||
0% FR | 45% FR | 150% | 0% FR | 45% FR | 150% | ||||||||||||||||||
Target | Target | ||||||||||||||||||||||
0% FR | 45% FR | 0% FR | 45% FR | ||||||||||||||||||||
*In addition, the Executive Directors may be beneficiaries of certain remuneration in kind.
3.2 Executive Directors' pay mix
The Executive Directors' pay mix is shown below, bearing in mind the various situations for achieving the targets to receive the variable remuneration. The graphs specify the weight of the various remuneration components (fixed remuneration and short-term variable remuneration and long-term variable remuneration) in relation to the total remuneration:
Remuneration subject to results (57%) | Remuneration subject to results (47%) |
MAX | MAX | |||||||||||||
FR | STVR | LTVR | FR | STVR | LTVR | |||||||||
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Disclaimer
NH Hotel Group SA published this content on 24 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 May 2023 09:00:23 UTC.
