ANNUAL REPORT ON THE REMUNERATION OF THE BOARD OF DIRECTORS

Transcription

1 ANNUAL REPORT ON THE REMUNERATION OF THE BOARD OF DIRECTORS March 2012 Página 1 de 9

2 CONTENTS 1. Introduction. 2. Internal regulations. 3. Summary of how the policy on remuneration of the Board of Directors was applied in fiscal year Remuneration of members of the Board of Directors in a. Directors remuneration b. Executive directors remuneration Company remuneration policy approved by the Board of Directors for fiscal year Company remuneration policy planned for future years. Página 2 de 9

3 1. Introduction This Annual Report for Meliá Hotels International, S.A. (the company ) has been prepared in compliance with article 61 of Stock Market Law 24/1988 of 28 July, incorporated by the Final 5th Disposal of the Sustainable Economy Law 2/2011 of 4 March, in line with international agreements for increased transparency and improved corporate governance of listed companies. This report includes (i) an overall summary of how the policy on remuneration of members of the Board of Directors was applied during fiscal year 2011; (ii) the individual remunerations earned by each member of the Board of Directors in 2011; (iii) the company s remuneration policy approved by the Board of Directors for the current fiscal year; and (iv) the company s remuneration policy planned for future years. Also, in accordance with the already mentioned article 61 of Stock Market Law, the Annual Report on Remuneration of the Board of Directors will be distributed and put to the vote in an advisory capacity and as a separate item on the agenda of the company s Annual General Shareholders Meeting. Finally, considering that at the time of writing this report the legislative process for the development of the official model of the Annual Report on Remuneration had not been completed, we report that no official model has been employed in the preparation of this report, taking into consideration only the requirements of the previously mentioned article 61 of Stock Market Law. Página 3 de 9

4 2. Internal regulations In accordance with article 37 of company bylaws, Directors are entitled to a fixed annual amount to be determined or ratified by shareholders, all without prejudice to the payment of any fees or remuneration they may receive from the company for any professional or personal services they may provide the company. Without limiting the foregoing, pursuant to the bylaws, the Board of Directors is empowered temporarily to decide its own remuneration, which shall in any case be subsequently ratified by the General Meeting, either explicitly or by the general approval of the annual accounts. The aforementioned fixed amount will be distributed as the Board deems appropriate amongst its members, taking into account the roles, responsibilities and positions held on the Board and, in general, the dedication of the Directors to Company management. The accrual of remuneration shall be deemed in arrears, so that the remuneration of each Director will be proportional to the time they have held office during the year for which the remuneration is define Additionally, remuneration systems referenced to the market price of shares or involving the delivery of shares or options on them are also foreseen. The application of such systems must be approved by the General Shareholders Meeting, which will determine the value of the shares taken as a reference, the number of shares awarded to each Director, the redemption price of stock options, the terms of this system of remuneration and other conditions deemed appropriate. In its Article 24 the Regulations of the Board of Directors states that amounts received should be compatible with and independent of wages, salaries, allowances, pensions, stock options or compensation of any kind established generally or specifically for the Executive Directors, whatever the nature of their relationship with the Company, whether direct as a company employee - or indirect through the supply of commercial services, relationships that will be compatible with the status of members of the Board of Directors. The Bylaws and Regulations of the Board provide that the remuneration of Directors also considers their effective dedication, adapted as necessary to market requirements. Likewise, the remuneration policy defined in the Bylaws and Regulations provides that the remuneration of Independent External Directors includes incentives for their dedication, but ensures that under no circumstances should this constitute an obstacle to their independence. Página 4 de 9

5 In any case, the Regulations of the Board of Directors provides that the remuneration of the Board is transparent and the overall amount is reported in both the Annual Report and the Corporate Governance Report. Finally, although the function to be performed, where appropriate, by the Appointments and Remuneration Committee in listed companies in the preparation of this report has still not been developed by the Ministry of Economy and Finance or explicitly authorised by the Spanish Stock Exchange Committee, it has been considered appropriate, under Article 15.2 of the Regulations of the Board of Directors, that the Appointments and Remuneration Committee should review this report. After consideration, the Company Appointments and Compensation Committee reported favourably to the Board of Directors on approval of this Report. 3. Summary of how the policy on remuneration of the Board of Directors was applied in fiscal year 2011 In the fiscal year ended December 31, 2011, for the performance of supervisory functions and decision-making, the Directors were paid attendance fees. The Executive Directors also received remuneration for the performance of their duties, consisting of a portion of fixed remuneration plus variable remuneration in cash (annual bonus), linked in part to the performance of the Company and the Group. 4. Remuneration of members of the Board of Directors in 2011 a. Directors remuneration in 2011 Below is the remuneration resulting from the policies implemented in The total amounts received by the Board of Directors in 2011, according to the positions held by its members and membership of various committees to the Board are as follows: Thousands of euros 2011 Members of the Board of Directors Members of the Audit and Compliance Committee 45.0 Members of the Appointments and Remuneration Committee 75.0 Página 5 de 9

6 By agreement of the Board, after proposal by the Appointments and Remuneration Committee, the amount of attendance fees applicable to meetings of the Board and its Committees was the same in 2011 as in Attendance fees per meeting Euros Board of Directors 9, Audit and Compliance Committee 3, Appointments and Remuneration Committee 3, Below is a breakdown of the amounts received in 2011 for attendance of the Board of Directors and Executive Committee meetings: Juan Arena de la Mora BOARD OF DIRECTORS ATTENDANCE FEE 45, AUDIT COMMITTEE ATTENDANCE FEE 15, Emilio Cuatrecasas Figueras BOARD OF DIRECTORS ATTENDANCE FEE 36, Alfredo Pastor Bodmer AUDIT COMMITTEE ATTENDANCE FEE 15, REMUNERATION COMMITTEE ATTENDANCE FEE 15, Gabriel Escarrer Juliá Juan Vives Cerdá AUDIT COMMITTEE ATTENDANCE FEE 15, Sebastián Escarrer Jaume REMUNERATION COMMITTEE ATTENDANCE FEE 15, Gabriel Escarrer Jaume REMUNERATION COMMITTEE ATTENDANCE FEE 15, Amparo Moraleda Martínez REMUNERATION COMMITTEE ATTENDANCE FEE 15, Luis María Díaz de Bustamante y Terminel Holeles Mallorquines Consolidados S.A. BOARD OF DIRECTORS ATTENDANCE FEE 54, BOARD OF DIRECTORS ATTENDANCE FEE 15, CAM BOARD OF DIRECTORS ATTENDANCE FEE 45, Página 6 de 9

7 b. Executive Directors remuneration in 2011 Executive Directors receive remuneration for the performance of their executive duties, consisting of a fixed and variable amount in cash (annual bonus). Executive Directors fixed remuneration The fixed remuneration received by Executive Directors in 2011 was the following: Executive Directors Thousands of euros 2011 Gabriel Escarrer Juliá Gabriel Escarrer Jaume Sebastián Escarrer Jaume Executive Directors variable remuneration The variable remuneration received by Executive Directors is defined taking into account the performance not only of financial parameters, but also with regard to quality, achievement of objectives and the actual performance of the Company. The objectives are adjusted annually to the strategic priorities of the business. The parameters used as a reference for the variable annual bonus are: Achievement of the objectives defined for the Group: (EBITDA MHI, departmental expenses, quality...) An evaluation of individual performance, according to the functions and objectives defined for each executive. The degree of achievement of each objective ranges between a maximum of 130% and a minimum of 50%. Página 7 de 9

8 The following are the amounts received in 2011 for the achievement of objectives in Thousands of euros Executive Directors 2011 Level Achieved Gabriel Escarrer Juliá - - Gabriel Escarrer Jaume % Sebastián Escarrer Jaume % In 2011 the percentage of the variable bonus with respect to the fixed annual amount was: Thousands of euros Executive Directors 2010 Fixed remuneration % Variable remuneration Variable remuneration Gabriel Escarrer Juliá % - Gabriel Escarrer Jaume % Sebastián Escarrer Jaume % Página 8 de 9

9 5. Company remuneration policy approved by the Board of Directors for fiscal year 2012 In fiscal year 2012 the Company intends to retain the same remuneration policy as in previous years. It therefore intends to maintain without change in 2012 attendance fees applicable to meetings of the Board and its Committees referred to in paragraph 4.a) above for Additionally, Executive Directors will also continue to receive remuneration for the performance of their duties consisting of a portion of fixed remuneration and an annual cash bonus, partly linked to the performance of the Company and the Group. 6. Company remuneration policy planned for future years Given the current global economic environment, which requires additional efforts to contain costs, the Company Board of Directors has not defined the specific remuneration policy for Company directors for future years in order to be able to better adapt to possible future needs, notwithstanding that no relevant changes are foreseen in the remuneration policy for Company directors. The Board of Directors, as the competent body to review the remuneration policy for members of the Board after proposal from the Appointments and Remuneration Committee, may at any time take the action it deems appropriate to maintain, correct or improve within the current legal framework, abiding by the principles of moderation, in relation to company performance and prudent management, which have always governed the compensation policy of the corporate governing body. * * * Página 9 de 9