How To Be Ethical

Transcription

1 NH HOTELES GROUP CODE OF CONDUCT INDEX Letter from the CEO of NH Hoteles... 3 Introduction... 4 Scope, Application and Compliance Subjective Scope of Application... 8 Acceptance and Compliance... 9 Responsability for Compying with the Code of Conduct...10 Ethics and Responsability (Rules of Conduct) General Principles Commitment to Stakeholders Implementation Proceduce Counselling Procedure for notifying breaches of the Code of Conduct Therm... 35

2 Letter From The CEO Of NH Hoteles INTRODUCTION In recent years, NH Hoteles has shown its commitment to act with integrity, honesty, respect and professionalism in the performance of its activities. As CEO of NH Hoteles I reaffirm my commitment to the principles reflected in the Code of Conduct, joining the already existent pledge to perform in line with the most demanding ethical principles. Thereby, continuing to promote confidence and responsibility with all those with whom we hold relationships, who should share our values and standards. Since its publication in 2011, not only our employees have assumed responsibility for compliance with the operating principles to be duly applied, but also customers, suppliers, shareholders and the communities in which NH Hoteles operates. I am sure, that with everyone s contribution we will ensure the success of NH Hoteles. I encourage all employees to follow in this line of commitment to our principles of conduct, knowing and applying this code in their day to days. All, in the belief that this will help us be proud of the company in which we work and contribute to our will to be the leading responsible company in the Tourism Industry. This Code of Conduct intends to set the values, principles and rules which should govern the conduct and actions of each of the employees and executives of Group NH Hoteles (hereinafter the Group or NH Hoteles ) as well as the members of the governing bodies of the companies of which it is comprised. This Code will also apply to customers, suppliers, shareholders and other groups, and also the communities in which NH Hoteles operates its establishments, which interact with the Group or hold certain rights or legitimate interests (collectively referred to hereinafter as Stakeholders ) to the extent that the values, principles and rules contained in this Code may apply to them and Group NH has the means to make them effective. NH Hoteles wishes to continue growing in a responsible manner and reiterate its commitment to all its stakeholders, and for this reason has redefined its principles outlined in Vision Mission and Values in This initiative is a sign of the Group s goal of spearheading sustainable development in the tourism industry, making environmental responsibility one of the essential values governing management of our group and our commitment to respond to the needs of the different stakeholders defined by Company. Vision: To reward the time customers devote to NH Hoteles, improving their experience and helping improve sustainability. Federico González Tejera CEO of NH Hoteles Mission: NH Hoteles undertakes to provide sustainable, consistent and efficient hotel services to customers, shareholders, partners, employees and society as a whole. NH Hoteles aims to spearhead sustainable development in the tourism industry and serve as inspiration for others. Values: NH Hoteles makes this commitment to its Vision and Mission with the values which guide the work of NH Hoteles. These values can be grouped as follows: 3 4

3 Focus on people: The Company s main assets are people, customers, employees, shareholders and suppliers. As a hotel management company, NH Hoteles is known for its dedication to service, its commitment to satisfying customer needs and a particular regards for different stakeholders. Innovation: NH Hoteles challenge resides in anticipating customers current and future needs and those of a constantly changing society by creating new products and services. Environmental responsibility: respecting the environment and reducing our environmental footprint is an urgent commitment because we all have a shared responsibility in the development of present and future generations. Another industry-specific framework of reference for NH Hoteles is the Global Code of Ethics for Tourism adopted by the Assembly of the United Nations World Tourism Organisation (WTO) in This consists of ten principles designed to guide the main players in the development of tourism whose aim is to help maximise the industry s profits while, at the same time, reducing its impact on the environment, cultural heritage and local communities ( The aim of this Code is to establish a set of rules which are partly based on the aforementioned values, but which also include some essential principles that are more specific to our sector. These rules are essentially based on the fair and ethical conduct of each of the aforementioned people. The Group will promote awareness of the Code among its employees and the aforementioned parties to ensure that their actions are governed by the principles upon which this Code is based. Business sense: one of the values which guide our day-to-day operations and leads us to perform the necessary actions in line with NH Hoteles strategy and ethical principles and our responsibility to ensure the Company s future economic viability, profitability and finance. NH Hoteles joined the United Nations Global Compact in 2006, an ethical commitment aimed at ensuring that businesses around the world incorporate in their strategy and operations ten principles of conduct and action regarding human rights, labour, the environment and the fight against corruption. ( The Global Compact has served as the reference framework for NH Hoteles corporate responsibility strategy, and our commitment to the ten principles involves progressively incorporating them into our operations and businesses. Principles Of The Global Compact Principle 1 Businesses should support and respect the protection of internationally proclaimed human rights. Principle 2 Businesses should make sure they are not complicit in human rights abuses. Principle 3 Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining. Principle 4 Businesses should uphold the elimination of all forms of forced and compulsory labour. Principle 6 Businesses should uphold the elimination of discrimination in respect of employment and occupation. Principle 7 Businesses should support a precautionary approach to environmental challenges. Principle 8 Businesses should undertake initiatives to promote greater environmental responsibility. Principle 9 Businesses should encourage the development and diffusion of environmentally friendly technologies. Principle 5 Businesses should uphold the abolition of the child labour. Principle 10 Businesses should work against corruption in all its forms, including extortion and bribery. 5 6

4 SUBJECTIVE SCOPE OF APPLICATION This Ethical Code shall apply to the following, be they natural or legal persons, as appropriate: 1. The Group s employees, irrespective of the employment contract determining their employment relationship, their job or the geographic scope within which they perform their work. 2. Students on internships. SCOPE, APPLICATION AND COMPLIANCE 3. The Group s executives, irrespective of the employment contract determining their employment relationship, their job or the geographic scope within which they perform their work. Members of senior management (construed as those who report directly to the Board of Directors or to the company s Managing Director and the internal auditor), all managers and heads of department and hotel managers shall be deemed executives. 4. Members of the governing bodies of the companies and other entities which comprise the Group, whatever the composition, form and internal rules of the body in question. 5. Customers, suppliers, shareholders and other stakeholders, in as much as it may apply to them and provided the Group has the capacity to make it effective. The subjects referred to in items 1 to 4 above shall jointly be referred to as Subjects Bound by the Code. Unless specified otherwise in this Code of Conduct, the subjects included under items 1 and 3 above shall be jointly referred to as Employees. The group of natural and legal persons included in the personal scope of application shall be referred to as Recipients of the Code. 8

5 ACCEPTANCE AND COMPLIANCE RESPONSIBILITY FOR COMPLYING WITH THE CODE OF CONDUCT Group NH Hoteles shall adopt the necessary measures to make effective the set of values, principles and rules comprising this Code by disseminating its contents among the Recipients and resolving any questions arising about its implementation. To this end, it shall make every effort to ensure that Subjects Bound by the Code and other Recipients undertake to comply with it, so that said values, principles and rules, along with any applicable legislation, shall govern the performance of their activities within the Group or their business or institutional relationships with it. No person shall be authorised to request a Recipient of the Code of Conduct to contravene the provisions set forth herein, irrespective of their position in the Group. No Subject Bound by the Code may justify any conduct that violates the Code or any kind of malpractice by alleging a higher ranking order or lack of knowledge of the Code s contents. All Executives shall comply with the following obligations: To inform their teams about the Code. To encourage compliance through example. To provide their teams with support on any ethical dilemmas that may arise at any time. To correct any deviations detected in compliance of the Code of Conduct. To establish timely mechanisms to ensure compliance with the Code in their areas of responsibility. To inform the Group s Internal Auditing Manager about any processes or actions contrary to the provisions of the Code. All Employees shall comply with the following obligations: To know the Code of Conduct and to take their decisions in accordance with these principles and the policies arising thereof. In addition, they shall report in a responsible fashion any evidence of the existence of processes and actions which may contravene the provisions set forth in this Code of Conduct. The failure by executives and Employees to observe the Code of Conduct and the rules arising from the implementation of specific policies may result to penalty proceedings laid down for this purpose in the relevant regulations, including dismissal. 9 10

6 GENERAL PRINCIPLES All Subjects Bound by the Code shall likewise be responsible for knowing and complying with any laws that may apply to their function according to their sphere of responsibility and workplace. They shall fulfil their functions and obligations according to the procedures established in their sectors of activity. ETHICS AND RESPONSIBILITY (RULES OF CONDUCT) When in doubt, Subjects Bound by the Code may obtain help on how to comply with this Code and with other applicable rules from their immediate superior or from the corresponding Legal or Human Resources Department. Failure to comply with the foregoing rules may result in relevant civil and criminal liability, without prejudice to any disciplinary actions that may be appropriate, including dismissal. In addition to complying with this Code and with any rules which may apply in each case and with Group NH internal procedures, all Subjects Bound by the Code must demonstrate ethical conduct at all times in all their professional dealings, and avoid any actions which, while not necessarily illegal, could damage the Group s reputation or be detrimental to its interests, reputation and public image (such as an inappropriate use of social networks). Respect for the law: In the performance of their professional duties, no Subject Bound by the Code may consciously collaborate with third parties in the violation of any national or international law or cooperate with them in actions or omissions which may endanger the principle of legality or which, should they be known, may damage the Group s reputation. Honesty and trust: Subjects Bound by the Code shall be honest and trustworthy in all negotiations in which Group NH s interests are at stake, and shall fulfil any undertakings made. They shall likewise keep confidential any Company information they have been entrusted with, as well as any information on customers, shareholders, employees and suppliers. 12

7 Integrity: Under no circumstances may Subjects Bound by the Code offer or accept gifts, invitations, privileges or any other kind of incentives that may reward or influence a business decision. COMMITMENT TO STAKEHOLDERS In general terms, Subjects Bound by the Code shall refrain from accepting any gifts, for any reason, exceeding 200 euros per gift from Group customers, suppliers, shareholders, etc. Should a gift exceed the aforementioned figure and be impossible or difficult return, it shall be the object of a draw among the Employees of the department, hotel or workplace of the person receiving said gift. Said draw shall be governed by the rules established by the Human Resources Department. Likewise, Subjects Bound by the Code may not promise, offer or grant to executives, directors, employees or partners of a trading company, a corporation, association, foundation or organisation any unjustified benefits or advantages of any kind to seek preference for themselves or a third party over others, thereby breaching their obligations concerning the acquisition or sale of goods or the recruitment of professional services. Subjects Bound by the Code shall avoid or report any conflict of interest which may place personal priorities above group priorities and shall behave honestly. Under no circumstances may they seek their own benefit or that of third parties through the misuse of their position or contacts in Group NH Hoteles. In this regard, Subjects Bound by the Code may not recruit the professional services of any family members (either through a relationship of blood or affinity). Similarly, they shall act institutionally with complete political neutrality and shall refrain from taking any positions that may directly or indirectly favour or oppose legitimate political agents or processes. More specifically, they shall not make any cash or in-kind donations of any type to political party, or to any public or private organisations, factions, movements or institutions whose activity is clearly political. Commitment to Employees: NH Hoteles considers that Subjects Bound by the Code are partners whose collaboration is essential for reaching the group s goals and creating quality employment in an environment which is committed to training and career development and to fostering different abilities, cultures, beliefs and nationalities while ensuring equal rights and working conditions. Human rights Relationships between all Employees should always be based on respect for people s dignity and non-discrimination. NH Hoteles prohibits the abuse of authority and any kind of physical or psychological harassment, as well as other kind of conduct which may generate an intimidating, offensive or hostile working environment. No kind of child or forced labour shall be tolerated. The Group recognises the principle of equal treatment and opportunities for Employees, irrespective of their race, colour, nationality, ethnic origin, religion, gender, political or sexual orientation, civil status, age, disability or family responsibilities. This principle inspires its Human Resources policies and is applied to Employee recruitment, training, career opportunities, salary levels and to other aspects of labour relations with Employees. Under no circumstances shall the rights of association, trade union membership and collective bargaining be hampered or limited within the framework of the regulations governing these fundamental rights. NH Hoteles shall respect and foster human rights. The Group recognises that human rights are fundamental universal rights that should be interpreted and recognised in accordance with international laws and practices, particularly the United Nations Universal Declaration of Human Rights and the principles proclaimed by the International Labour Organisation

8 Professional development Group NH shall promote its Employees personal and career development by encouraging them to improve their capacities and skills. Policies and actions on employee recruitment, hiring, training and internal promotion shall be based on clear criteria of professional capacity, competence and merit. The internal promotion of Employees shall be taken into consideration to cover job vacancies, where appropriate. Employees shall be informed about the methods use to assess their work and shall take an active part in the management processes established to improve their work, initiative and dedication. Remuneration Group NH shall offer to its Employees fair remuneration in keeping with the labour market where they perform their activities. Likewise, the Group shall endeavour to balance working at NH Hoteles and Employees personal and family lives. Commitment to health and safety NH Hoteles shall ensure its Employees enjoy a safe and healthy working environment, adopting all reasonable measures to maximise the prevention of occupational risks. Furthermore, the Group shall provide all the necessary means to ensure due compliance with the measures needed to prevent occupational risks. All Employees shall be responsible for workplace maintenance, and shall follow health and safety rules and practices. Consumption of alcohol and drugs The consumption of alcoholic drinks during working hours is forbidden, in as much as drinking may jeopardise safety and productivity in the workplace and be detrimental to Employees professionalism and responsibility. Commitment To Customers: Focus on customers Group NH considers customer satisfaction a priority. Consequently, efficient procedures, transparent actions and dealings that ensure the quality of customer service must ends in themselves for all NH Hoteles employees. A culture of quality prevails at NH Hoteles, and this results in ongoing action and improvement plans aimed at increasing customer satisfaction. The different products offered by the company ensure customer needs in the different market segments are met. NH Hoteles top priority is ensuring customer satisfaction by providing a wide range of products, services and offers, and by providing clear, truthful and timely information, transparent transactions, advising customers when required to do so, professional treatment and quick response to settle incidents. All measures shall be put into place to ensure that the services offered by the Group do not entail any health risks, and any actions needed shall be taken to resolve such risks. Communication Group NH Hoteles has undertaken to be honest with customers by always providing them with truthful, clear, useful and accurate information when marketing its products and services. Additionally, it shall verify whether its products and services comply with all the required and advertised specifications. Should customers be dissatisfied with any services offered, all the necessary channels shall be placed at their disposal to file the necessary complaints. Refusal of bookings NH Hoteles reserves the right to reject or cancel booking requests should it transpire that due to the customer s characteristics or the aim being sought through the booking it is morally justified to refuse the request on the grounds of widely recognised and accepted ethical values. Drug use is totally forbidden in NH Hoteles establishments or rooms. Smoking Smoking rules shall comply with regulations in place in each country and with any procedures established by NH Hoteles. In any event, respect and consideration for non-smokers or minors present shall always be taken into account in any areas where smoking is allowed

9 Commitment To Suppliers: Since the end of 2008, NH Hoteles has been engaged in implementing a strict and detailed supplier selection and assessment procedure based on social, ethical and environmental criteria. The goal is to obtain detailed knowledge on the conduct and practices of Group suppliers and to only select suppliers which, in addition to offering the best conditions, share NH Hoteles principles and undertakings set forth herein. Procurement policy Group NH Hoteles establishes ethical and legitimate relationships with suppliers of goods and services. The Group shall only select suppliers whose business practices respect human dignity, do not infringe the law and do not endanger the company s reputation. All suppliers shall operate in compliance with prevailing legislation. Suppliers shall be held liable for ensuring that subcontracted companies work according to the rules set forth in this document and within the relevant legal framework. Suppliers shall maintain a preventive approach in order to meet the challenges of environmental protection, adopt methods that lead to greater environmental responsibility and facilitate the development and dissemination of environmentally friendly technologies. All suppliers shall avoid being a party to any type of corruption, extortion or bribery which may affect fair trading principles or lead to public scandals which may affect Group NH. NH Hoteles shall positively assess any suppliers which state their commitment to the principles set forth in this Code of Conduct by accepting and complying with the same. Furthermore, NH Hoteles reserves the right to terminate its contractual relationship with any suppliers which repeatedly and seriously violate this Code, and may even sue them for compensation for damages (including moral damages, as appropriate). NH Hoteles shall endeavour to extend the contents of this Code of Conduct to its suppliers by incorporating the Code into any agreements it may enter into with them. Responsibility to the supply chain The Group s suppliers shall respect internationally recognised human rights and ensure that such rights are not violated or abused in their business operations. Hence, all suppliers shall treat their employees with dignity and respect. Under no circumstances shall any kind of physical punishment, harassment or abuse of power be acceptable. All suppliers shall foster and respect the following principles: To eliminate all forms of child labour. To eradicate any kind of forced or compulsory labour. To avoid discrimination in any kind of job. To respect established maximum working hours and minimum wages. To ensure their employees perform their work in keeping with health and safety standards. To respect their employees rights to association, to organise themselves or to collective bargaining without suffering any kind of penalty. To obtain and maintain the environmental permits needed for their company s operations, if required. Likewise, should their operations generate waste, this shall be supervised, controlled and treated as required by relevant legislation

10 Commitment To Shareholders: One of the Group NH Hoteles main stakeholders are its shareholders, with whom the Company has established a relationship based on sustainable mutual benefit governed by the principles of trust, transparency and ethics. Creation of value and transparency Group NH Hoteles has made an ongoing commitment to manage the Company in order to create value for its shareholders. In this regard, it undertakes to immediately provide all the relevant information for their investment decisions. Rules of corporate governance NH Hoteles undertakes to manage the Company in keeping with the highest standards and existing best practices on matters pertaining to corporate governance. The Group has to a great extent complied with the recommendations set forth in the Unified Code of Good Governance, having almost entirely complied with them. Compliance with said recommendations may be verified annually in the Annual Corporate Governance Reports the company s Board of Directors approves annually and submits to the General Shareholders Meeting. These are at the disposal of all interested parties through the Company s website. Internal control and risk management NH Hoteles shall establish the necessary controls to regularly assess and manage any risks to the business, people and the Company s reputation. It shall likewise ensure that financial and accounting records are prepared accurately and reliably and collaborate and facilitate the work of the internal auditors, inspectors, intervention units and other internal control units, as well as the work of the external auditors and the competent authorities. It shall likewise collaborate with court authorities at all times. Commitment To Communities And Society Economic and social development The hotel business and tourism are important driving forces for the economic and social development of countries and NH Hoteles is proud to form part of the wealth creation chain in the countries where it operates, while respecting local cultures and populations. NH Hoteles is a global chain and provides services in different geographical areas in both developed countries and developing regions. It therefore helps create jobs and develop the communities where it operates. NH Hoteles has made an active commitment to the most socially disadvantaged groups and works alongside NGOs, foundations and institutions to develop numerous social action programmes. Environment NH Hoteles is committed to caring for and respecting the environment in the daily performance of its activities. To this end, it requires all Subjects Bound by the Code and other Recipients to be fully involved in implementing efficient solutions and searching for sustainable and innovative alternatives for the chain s corporate offices, hotels, services and products. NH Hoteles has adopted an Environmental Policy which provides a framework for setting and reviewing environmental targets within which the professional activity of Subjects Bound by the Code and their relationships with the Group and other Recipients of this Code shall be conducted. The Group s environmental policy is based on the following principles: To apply environmental criteria to all planning and decision-making processes on matters that may affect the environment. To comply with environmental legislation applicable to NH Hoteles activities, as well as with any other voluntary undertakings. To implement the necessary tools to prevent pollution. To make rational use of resources, thereby minimising the consumption of water, paper and energy, reducing the generation of waste and emissions, promoting recycling and searching for eco-efficient solutions. To involve all Subjects Bound by the Code in the attainment of the proposed environmental targets through training and awareness raising programmes. To promote environmental best practices among suppliers and customers. To contribute to research, development and dissemination of scientific and technological knowledge aimed at preserving the environment. To collaborate with public administration and industry institutions in the definition and implementation of the conditions for the development of sustainable tourism. To contribute through NH Hoteles activities to improve the environmental conditions of the regions and countries where it operates, identifying areas of improvement and working on efficient solutions tailored to each situation. To engage in the continuous improvement of all environmental aspects identified by NH Hoteles

11 Commitment To The Group s Assets, Knowledge And Resources: Personal data protection NH Hoteles shall safeguard the protection of any personal data stored and interchanged during day-to-day corporate business to the extent that such protection is essential to reach the maximum level of quality in the performance of its corporate purpose. Thus, all the Group s Employees shall always respect personal data protection legislation when processing the personal data of customers, suppliers, shareholders or employees. In order to achieve the foregoing, NH Hoteles shall adopt training policies and distribute training materials on a constant basis to facilitate comprehension of such legislation and thus prevent any violations of the same. Appropriate use of computer tools Employees shall use computer tools ( , intranet, Internet, telephone, fax, etc.) in accordance with their job and with the functions they perform. Said tools shall not be misused nor used for personal gain or for actions that may affect the Company s reputation or image. Employees shall only have access to the computer systems they are authorised to use, and with the necessary permits. No kind of software which may affect the safety of the systems shall be installed, used or distributed, nor shall unauthorised copies be made nor actions be permitted allowing the entry of computer viruses. Any communications that may be sent using computer tools may not contain offensive or defamatory statements. Users of any computer or communications system owned by NH Hoteles may not disseminate or transmit illegal, sexist, abusive, defamatory, obscene, racist, offensive or pornographic information or any other kind of offensive or legally forbidden information using photographs, texts, advertising banners or links to external pages. Neither may they publish, transmit, reproduce, distribute or exploit any information, pirated material or software which contains viruses or any other component which may be harmful to the integrity of the computer systems or which may infringe intellectual property rights. Similarly, they may not publish or provide materials or access to resources on hacking, cracking or any other information which NH Hoteles considers likely, even potentially so, to compromise the security or integrity of the computer systems. The intellectual property of any program or process, whether computer-based or otherwise, developed with NH Hoteles resources or at the Group s offices during the term of the working agreement shall solely belong to the Group. Any matters not covered by this Code shall be governed by the provisions set forth in NH Hoteles internal procedures, which have been duly communicated to all Employees (such as, for instance, NH Hoteles Personal Security Policy). Protection of confidential information Employees shall observe the strictest professional secrecy and treat any information they may handle during the course of their professional duties with confidentiality. For these purposes, confidential information shall be construed to mean any information that can be disclosed by word of mouth, in writing or by any other tangible or intangible medium or support to which Subjects Bound by the Code may have access to during their professional activity, including but not limited to information related to business plans, products or services, financial forecasts, patents, brands, utility models and any other intellectual or industrial property rights or applications thereof (whether registered or otherwise), computer passwords, source code, inventions, processes, graphic and non-graphic designs, engineering, advertising, budgets, financial forecasts, features of any kind of services the Group offers in the market, hotel business management and catering techniques, cafeteria, sporting and relaxation activities and other similar, related or ancillary activities, including the hardware and software used in management, along with any other information NH Hoteles may label or designate.as confidential. Employees may not access, use or disclose Confidential Information unless they have been properly authorised to do so in writing by their immediate superior. If in doubt, and unless indicated otherwise, Employees shall consider as reserved any information they may have access to during the performance of their professional duties. In any event, the following rules shall apply to the handling of confidential information: All information shall be protected and kept strictly confidential. Confidential information shall solely be disclosed and used by Subjects Bound by the Code for the purposes to which they have been assigned according to their employment contract or relationship with NH Hoteles. Should a Subject Bound by the Code require the assistance of a third party, and were it necessary to disclose confidential information, the employee shall take the necessary measures to ensure the Information is duly protected, signing in such cases a binding confidentiality agreement in writing containing all the safeguards provided by the law. Information may not be totally or partially used for a purpose other than that assigned to the Subject Bound by the Code on the basis of their responsibilities. Subjects Bound by the Code may not directly or indirectly disclose Information to third parties other than those referred to in previous item. Information may not be copied, reproduced or duplicated, either totally or partially, without written authorisation from NH Hoteles. Subjects Bound by the Code shall give notice as soon as possible of any possible incorrect processing or misuse of confidential information and shall cooperate with NH Hoteles in order to protect such information

12 No Subject Bound by the Code may save information on NH Hoteles on private computers or other media not provided by NH Hoteles. Should a Subject Bound by the Code have to take information outside NH Hoteles premises to perform any work inherent to their relationship with the Group, they must return such information once the tasks performed outside the premises have concluded. In any event, Subjects Bound by the Code shall avoid taking advantage of any opportunity to benefit from the knowledge gained during the performance of their duties, either personally or through an intermediary. In this regard, they shall not be allowed to directly or indirectly buy or sell shares or securities in any company, including NH Hoteles or any Group company, while they are in the possession of privileged information on such company, nor may they disclose privileged information to any person inside or outside NH Hoteles, including family members, friends, work colleagues or any other people for whom such information is not required to fulfil their obligations with NH Hoteles. Subjects Bound by the Code shall refrain from disseminating any kind of news or rumour themselves or through the media in order to alter the price of securities or financial instruments. Subjects Bound by the Code may not use privileged information to make transactions aimed at providing misleading evidence on supply, demand or the price of securities, or to secure for themselves a dominant position in the market using such information. The provisions concerning confidential information contained in this section shall not apply to any part thereof which (i) is or may become public knowledge through a source other than the Subject Bound by the Code; (ii) may come to the knowledge of the Subject Bound by the Code in a non-confidential fashion through a source which is not prohibited by virtue of the relevant legal or contractual relationship with NH Hoteles to provide the Subject Bound by the Code with such information; or which (iii) was in possession of the Subject Bound by the Code prior to it being supplied by NH Hoteles, provided such information does not come from a source which is prohibited from disclosing it to the Subject Bound by the Code. Any matters not covered by this section shall be subject to the NH Hoteles Internal Code of Conduct.on the Securities Market. Theft or misappropriation of assets The Group places the necessary means at the disposal of its Employees to perform their professional activities. The misappropriation and misuse of such assets shall be criminally prosecuted. Obligations Recarding Fraudulent Or Unethical Practices: Manipulation of information The falsification, manipulation or deliberate use of false information constitutes fraud. 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. Subjects Bound by the Code shall transmit information truthfully, completely and comprehensibly. Under no circumstances may they knowingly provide incorrect, inexact or inaccurate information. Hence, Employees shall refrain from: Keeping a record of transactions in extra-accounting media not recorded in official books. Recording inexistent expenses, revenue, assets or liabilities. Booking entries in accounting books with an incorrect indication as to their purpose. Using false documents. Deliberately destroying documents before the legal time limit has expired. Bribery, corruption, illegal commissions and influence peddling All forms of corruption, bribery and payments of commission are prohibited, be they through actions or omissions or through the creation or maintenance of preferential or irregular situations in order to obtain some kind of benefit for the Group or for Employees themselves. Subjects Bound by the Code shall undertake not to request, accept or offer any kind of payment, in cash or in kind, or in general terms any unjustified benefit or advantage of any kind to promote themselves or a third party over others, thus failing to fulfil their obligations concerning the acquisition or sale of goods or the recruitment of professional services in the different countries where the Group conducts its activities or has the intention of conducting them. For the purposes of this Code, gifts and favours meeting the following requirements shall be allowed: Gifts and favours allowed by each country s governing law in accordance with the ethical principles of their respective cultures and their internal legislation. Which are not contrary to the values of ethics and transparency adopted by the Group

13 Which do not harm the image of NH Hoteles. Which are handed over or received by virtue of generally accepted business practice or social courtesy, or when they are symbolic objects or favours or those with little economic value. Likewise, Employees shall refrain from making payments in order to facilitate or speed up formalities consisting of the delivery of money or goods in kind, whatever the amount, in exchange for ensuring or speeding up the course of a formality or procedure before any judicial body, public administration or official anywhere in the world. Likewise, exerting any kind of influence over a civil servant or authority resulting from an employee s personal relationship, even if it were to obtain a benefit for the Group, is forbidden. Money laundering and payment irregularities The Group s Employees shall pay special attention to cash payments that may be unusual in view of the nature of the transaction, to transactions made through bearer cheques or to those made in foreign currencies other than those previously agreed upon, and report any transactions they consider irregular through the procedures and channels set forth in this Code of Conduct. NH Hoteles has established an authorisation protocol to accept cash payments exceeding 80,000 euros. Any payments where the issuer or beneficiary is a third party not mentioned in the corresponding agreements, as well as any made through accounts other than those usually used in transactions with a particular organisation, company or person shall be reported. Prostitution and corruption of minors Prostitution is defined as the activity of maintaining sexual relationships with others in exchange for money or other goods. NH Hoteles shall take all the necessary measures to avoid its hotel from being used for prostitution or for the promotion of prostitution. NH Hoteles is particularly sensitive to the abuse of minors and shall take all precautions and all possible measures when minors are suspected to be used for prostitution. Conflict of Interest and loyalty to the Group 1. Conflict of interest for Employees who are not members of the governing bodies of Group Companies or Group Executives. A conflict of interest shall be deemed to exist in any situations in which the Group s interests and the personal interests of any of its Employees may clash. The Group respects its Employees participation in other financial or business activities, provided internal rules do not state otherwise and when such activities are legal and do not enter into competition or originate possible conflicts of interest with their responsibilities as employees of NH Hoteles. All Employees shall avoid situations that may involve a conflict between their personal interests and those of the Group, and shall refrain from directly or indirectly representing NH Hoteles, intervening in or taking decisions on such situations, either in person or through a related party with a personal interest. For these purposes, a related party of an employee shall be construed as: The employee s spouse or anybody having an analogous personal relationship of affection. The employee s parents or grandparents, offspring and siblings or those of the employee s spouse. 2. Conflicts of interest for People Subject to Substantive Rules on Conflicts of Interest Without prejudice to the provisions set forth in item (i) above, NH Hoteles considers it necessary to adopt stricter rules to regulate situations of conflicts of interest in which Group executives, members of Group company governing bodies and anyone who may have been expressly appointed by the Audit and Control Committee may be involved due to their being subject to potential conflicts of interest in view of their position in the Group (the aforementioned people shall hereinafter be referred to as People Subject to Substantive Rules on Conflicts of Interest ). People Subject to Substantive Rules on Conflicts of Interest may not engage in activities on their own account or on that of a third party which directly compete with the company. Conflicts of interest shall be deemed to exist in the following situations: Any situations in which the interests of the Group and the interests of the Person Subject to Substantive Rules on Conflicts of Interest clash directly or indirectly. A personal interest of the Person Subject to Substantive Rules on of Conflicts of Interest shall exist where the matter affects such person or a related person. In the case of Group company directors holding the office of nominee director, a conflict of interest is taken to exist where the matter in question affects the shareholder or shareholders who put forward or made their appointment or the parties directly or indirectly related to them. For these purposes, related party shall be construed as any of the parties defined in Article 231 of the Capital Companies Act

14 Where the director holds an interest or the post of director or a management position in a company having a corporate purpose totally or partially analogous to that of the Group. For these purposes, the following shall be construed as a related party of the Person Subject to Substantive Rules on Conflicts of Interest: The administrator s spouse or anybody having an analogous personal relationship of affection. Their parents or grandparents, offspring and siblings or those of their spouse. The spouses of parents or grandparents, offspring and siblings. Companies which, on their own or through a proxy, are involved in any of the situations set forth in article 42 of the Code of Commerce. Concerning directors which are legal persons, the following shall be construed as related parties: Members involved, with respect to the director which is a legal person, in any of the situations set forth in paragraph one, article 42 of the Code of Commerce. The facto or de jure directors, liquidators and the holders of general powers of attorney from the director which is a legal person. Companies which form part of the same group and their members. Persons which, with regard to the representative of the director which is a legal person, are deemed to be the directors related party pursuant to the provisions set forth in the preceding paragraph. Any Person Subject to the Substantive Rules on Conflicts of Interest involved in a conflict of interest shall report such situation in writing by giving notice thereof to the Secretary of the Audit and Control Committee. The person affected shall indicate in said notice whether the conflict affects them personally or through a related party, which must be identified. Likewise, the situation giving rise to the conflict shall be described, detailing, as appropriate, the aim and the main terms and conditions of the projected transaction or decision, its amount or approximate economic appraisal, as well as the department or person belonging to the Company or any of the Group companies with whom the relevant contacts have been initiated. A group shall be deemed to exist when several companies constitute a single decision-making unit. More specifically, a single decision-making unit is taken to exist if a company classified as the parent company is a member of another company classified as the subsidiary and has established a relationship with the latter in any of the following situations: 1. Where it holds the majority of voting rights. 2. Where it holds the power to appoint or dismiss the majority of the members of the governing body. 3. Where it can hold the majority of the voting rights by virtue of arrangements with other members. 4.Where it has exclusively appointed with its votes the majority of the members of the governing body holding office at the moment when the consolidated accounts are drawn up and during the two years immediately prior to such time. This circumstance shall not give rise to consolidation should the company whose administrators have been appointed be related to another company through any of the cases set forth in the first two items of this section. For these purposes, the parent company s voting rights shall be added to those held through other subsidiaries or through people acting in their own name but on behalf of the parent company or other subsidiaries, or any held jointly with any other person. It shall likewise be assumed that a single decision-making unit exists where one or several companies are under single management by any other means. In particular, where the majority of the members of the governing body of the subsidiary are members of the governing body or senior executives of the parent company or of another controlled by it. If in any doubt about whether the Person Subject to Substantive Rules on Conflicts of Interest is involved in a situation of conflict of interest whatever the cause may be, said person shall forward the query to the Secretary of the Audit and Control Committee. The person thus affected shall likewise refrain from performing any actions until the Secretary responds to his/her query, who must bring it before the Audit and Control Committee for assessment and decision if the transaction is classified as a related-party transaction. The Person Subject to Substantive Rules on Conflicts of Interest shall refrain from taking part and intervening in the deliberations and voting on any matters connected with the conflicts of interest. Said abstention shall take effect for meetings of the body of governance or any other corporate body or committee charged with taking the relevant decision in which the person affected by the Conflict of Interest normally takes part. The Secretary of the Audit and Control Committee of NH Hoteles S.A. shall draw up a record of conflicts of interest affecting People Subject to Substantive Rules on Conflicts of Interest, which shall be constantly updated with detailed information on each situation. The information contained in said record shall be placed at the disposal of the Audit and Control Committee. Related-party transactions Without prejudice to the situations of conflict of interest in the strict sense of the word defined above, NH Hoteles considers it a priority to establish a procedure to govern the performance of related-party transactions, on the understanding that they could give rise to a situation of conflict of interest. In this regard, related-party transaction shall be construed to be any transaction the Group makes in the following circumstances: In which any of the following parties intervene: a) any person deemed to be a Person Subject to Substantive Rules on Conflicts of Interest of the Company; b) any person who is a significant shareholder of any of the companies belonging to Group NH Hoteles; c) any person deemed to be a related party of the above according to the foregoing definition of companies belonging to the same group of companies. That, as a consequence of the transaction, a transfer of resources, services, rights or obligations comes about, irrespective of whether or not consideration exists between any of the parties referred to in the preceding section and any company belonging to Group NH Hoteles. All the transactions referred to in this section shall be subject to the prior authorisation of the Board after having received a favourable report from the NH Hoteles, S.A. Audit and Control Committee As regards transactions within the company s normal course of business that are routine and recurrent, a generic authorisation for the operating line and its conditions of execution shall suffice. However, the Board of Directors authorisation shall not be construed as necessary for any transactions which simultaneously meet the following conditions: those which are performed by virtue of agreements with standard terms and conditions, those which are performed under market conditions and under the general terms and conditions which apply to group companies and those whose amount does not exceed 1% of NH Hoteles annual revenue according to the audited consolidated annual accounts of the last financial year closed on the date of the transaction in question