At the Annual General Meeting of NH Hotel Group the overwhelming decision of the shareholders declared the existence of a conflict of interest among HNA Group representatives on the board of directors of NH Hotel Group.

In addition, the shareholders meeting appointed four new Board members: Paul Daniel Johnson, Fernando Lacadena, José María Cantero and María Grecna.

• Alfredo Fernández Agras has been nominated Chairman of the Board of Directors and Vice Chairman of the Delegated Commission, as well as Co-Chairman of the Company alongside with José Antonio Castro, Chairman of the Delegated Commission and Vice Chairman of the Board.
• The Board of Directors has nominated Beatriz Puente, Ramón Aragonés and Rufino Peréz as Executive Managing Directors of the Group, reporting to the Delegated Commission. The Board has not re-elected Federico J. González Tejera as CEO of the Company
• The Board is committed to implementing the highest standards of corporate governance going forward and has given a clear mandate and guidelines to the management team to maximize the value for all stakeholders. To this end, and in order to further align management and shareholder interests, the Board will work to implement a long term incentive plan that will be linked to free cash flow, cost efficiency, deleverage and absolute share price performance.

The Board is committed to implementing the highest standards of corporate governance going forward. The addition of the four new candidates, with a wealth of industry and finance experience, will add a significant backbone to the Board and ensure that all shareholders rights are protected.

Alfredo Fernández Agras has been nominated Chairman of the Board of Directors and Vice Chairman of the Delegated Commission, as well as Co-Chairman of the Company alongside with José Antonio Castro, Chairman of the Delegated Commission and Vice Chairman of the Board.

The Board of Directors has decided not to re-elect Federico J. González Tejera as CEO of the Company. Since he joined, the Company has made great strides in improving the brand. NH Hotel Group is in a much better place now than it was than when he joined. He leaves behind a strong, motivated and committed team.

The Board of Directors has nominated Beatriz Puente as Executive Managing Director of Administration and Finance (CFO), Ramón Aragonés as Executive Managing Director of Business and Operations, and Rufino Pérez as Executive Managing Director of Corporate Resources.

Commitment to maximising shareholder value and to upholding the highest standards of Corporate Governance

The Board has given a clear mandate and guidelines to the management team to act in the most investor friendly way. The Board is there to ensure value is maximised for all stakeholders. The Board is committed to seeing through the current growth strategy and improvements in efficiency that will enhance cash flow generation and allow for remuneration of shareholders. 

The Board recognizes the extraordinary effort made by all the employees over the past few years. The employees of NH Hotel Group are the main asset the Company has. The Board is committed to ensuring that this new phase is as seamless as possible and will continue to support their efforts and commitment.

As a brief outline decisions to be implemented are the following:

• Expedient sale of the New York Jolly Madison Towers´ hotel. We currently have a slate of interested buyers and will aim to complete the transaction before year end.
• Beatriz Puente and the Executive team have been given a clear mandate to reduce overall debt and achieve a higher credit rating. The Board is committed to having access to the capital markets allowing the Company to enjoy a stable and healthy outlook. This is to the benefit of all stakeholders.
• Give clarity to the investor community on Capital Expenditure (“Capex”) plans going forward. Following a 3 year period of significant Capex, NH Hotel Group is now in a position to generate significant cash flow. Some 80% of the hotel base has either been refurbished or meets the required standard. The Board believes that for the foreseeable future Capex for the current portfolio should be in the region of 4-5% of revenues.
• Growth opportunities will be pursued aggressively to the extent they generate shareholder value. NH has a fantastic brand and the intellectual capacity within the Group to expand in an asset light fashion in its core markets. Furthermore, and to the extent that portfolio repositioning and optimisation including the sale of non-core asset, we will look to re-invest accordingly.
• Cost Efficiency. Reasonable measures to control costs and unnecessary expenditures will be implemented. Management will be set clear guidelines and incentives to deliver on this plan.
• Sustainable Dividend Policy. One of the marks of a highly successful listed company is its ability to generate sufficient cash flow to remunerate its shareholders with a stable dividend. The Board is committed to paying its first dividend in 2017.

HNA

The Board is willing to work with HNA to resolve the conflict of interest created by the Carlson Rezidor transaction and, if appropriate, will look for the mechanism to welcome them back to the Board. We will explore any opportunities that are in the best interest of all shareholders. The current focus is to make NH Hotel Group stand robust as an independent entity whilst achieving best in class corporate governance practices.