Annual Report • Feb 26, 2020
Annual Report
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Herein is attached a translation of the individual and consolidated Annual Accounts and Management Report for 2019 financial year of Meliá Hotels International S.A. and its Consolidated Group, as well as the respective reports of the auditor.
These documents are a translation of a Spanish-language documents, and are provided only for information purposes. In the event of any discrepancy between the text of these translations and the Spanish-language documents, the text of the Spanish-language documents shall prevail.
Meliá Hotels International, S.A. Palma de Mallorca, May 22nd , 2020






GRI 102-14
Dear stakeholders,
2019 will be remembered by all those who form part of Meliá Hotels International as the year in which we were named the most sustainable hotel company in the world according to the Corporate Sustainability Assessment prepared by the sustainable investment agency SAM, recently acquired by S&P Global and an international market leader in ESG.
This acknowledgement is the culmination of one of our greatest aspirations, certifying the best performance in the industry and earning Gold Class classification after an analysis of issues related to corporate governance, social performance and environmental protection. There was also additional recognition with our qualification as industry movers, after having recorded the best progress over the year, as recently indicated in the Sustainability Yearbook 2020.
In a global context dominated by the climate crisis, a fact that was apparent at the COP 25 summit held in December in Madrid (Spain) and several sessions at the Davos 2020 Forum, where there was an intense debate on the purpose of companies in the so-called fourth industrial revolution, the company is now immersed in a transformation which is a key strategic factor in allowing us to compete effectively in this new decade and face major global challenges.
As we anticipated in the presentation of last year's Report, in 2019 we saw even more intense social and technological change, accompanied by new challenges of an unprecedented global dimension and complexity within the context of the mentioned fourth industrial revolution.
Despite global growth above the average growth of the economy in general, the travel industry was affected in 2019 by circumstances such as the bankruptcies and closures of tour operators and airlines, as well as other factors causing instability that have a direct impact on some destinations where Meliá has hotels. To name a few, the geopolitical tensions in Cuba, the uncertainty generated by Brexit, the incipient slowdown in the world economy or the impact of climate change widely debated during the celebration of COP25.
This was accompanied by certain situations which, although temporary in nature, also had a significant negative impact on the international travel industry, such as the sargassum seaweed crisis on the Mexican Caribbean coast or the smear campaign that questioned traveller safety in the Dominican Republic, a key destination for the Group.
Despite this business context, the Meliá performance in 2019 was quite remarkable, managing to maintain recurring revenues at almost the same level as 2018 (-0.04%), generating EBITDA excluding capital gains of €470.9 million (-2.3%) and once again demonstrating the strength and resilience of our management model.
2019 was also a year in which we defined the strategic priorities that we will have to face as a multinational company in the coming years in a volatile and uncertain business environment. To successfully compete, companies must strengthen their ability to constantly reinvent themselves in a business environment that is changing at breakneck speed. Organisations are also being forced to build hybrid (human-machine) learning organisations and to master change management and take full advantage of human diversity.
To assimilate the technological and social changes that are ahead of us, we have designed a number of competitive drivers for this new three-year period from 2020 to 2022, among which I would like to highlight the following:
Secretary and Independent Director


Below, I briefly describe the most outstanding milestones achieved in 2019 which are developed in greater detail in the different sections in this report:
First of all, I would highlight our constant openness to innovation and digitalisation. Meliá remains at the forefront of online distribution, and now makes 70% of all sales through our digital channels. This data confirms the growing propensity of customers to book directly, with an increase of +68% in direct sales through melia.com, +18% in sales through MeliaPro to travel professionals and distributors, and +175% growth in the number of users of the Meliá app. Our social media profiles have also seen a very positive evolution in their contribution to direct sales, and now channel 16% of all of the traffic to our website.
Our digital strategy has allowed us to enhance the diversification of the Group's business sources and helped us avoid the negative impact caused by the collapse of Thomas Cook, one of the world's leading tour operators.
Secondly, the strength of a business model which is increasingly focused on hotel management, with 58% of our rooms operated under management or franchise agreements, and a pipeline of hotels under construction or in the pre-opening stage of which 90% will be operated under management agreements.
This balance between hotel ownership and hotel management and our presence in more than forty countries reduces the cyclical nature of our business, and allows us to leverage our brand portfolio and the "Meliá System" to provide a differential competitive advantage to hotel owners and investors.
The resilience of the business is also bolstered by our growth and internationalisation, a strategy which is part of the Meliá DNA and which currently prioritises qualitative growth and the Asia Pacific region, representing 32% of our future hotel pipeline. Over the next year we are scheduled to open 23 new hotels in 17 countries, mainly in the upscale or premium segment and with more than 7,000 rooms.
The third area focuses on the human side of Meliá. We are a major employer, and people and talent management are therefore key factors in enhancing our competitiveness and ensuring the delivery of the brand promise in each of our brands.
This report reflects the progress we have made in this area, especially in regard to matters such as diversity and equality, reflected in the renewal of our Equality Plan and agreements with the IUF to combat sexual harassment. We are also focusing on employability through a number of strategic alliances with leading organisations, and especially on training and development, with highlights including major improvements to our online training programmes and a clear commitment to internal talent, which currently covers 70% of our critical talent needs.
I would like to end this message by referring once again to our commitment to society and the planet, in a year in which the global challenges defined in the 2030 Agenda have become even more relevant than ever. This commitment has been prevalent at Meliá ever since the company was founded, and has been a core component in all our strategic plans over recent years.
In 2019 we consolidated a commitment that began with the approval of our first Sustainability Master Plan more than ten years ago. Our record and capacity for change allowed us to stand out in 2019 in areas as diverse as combatting climate change, the defence of human rights or the integration of the Global Compact Principles, principles that we support and promote from our position as a signatory partner. We also made progress on dialogue with our stakeholders and the implementation of a management culture committed to ethics, compliance and risk management, the premises of which have also been included in our supply chain management to strengthen a more responsible and sustainable business model.
In this sense, we begin 2020 well aware that the current times and upheavals demand inspiring leaders, and Meliá Hotels International, as a leading company, has the responsibility of inspiring change towards greater sustainability in the travel industry.

Gabriel Escarrer Jaume Executive Vice President and CEO
| Essence of Meliá | |
|---|---|
| Key Indicators | |
| Location map | |
| Milestones 2019 | |
| Awards & Recognition | |
| Business Model | |
|---|---|
| Asset Management Strategy | |
| Our Brands | |
| Dining Experiences | |
| Sales Strategy | |
| Direct Sales Channels | |
| Digital Transformation | |
| Social Media | |
| Cyber security |
| Governance Model and Structure | |
|---|---|
| Board of Directors | |
| Compensation Policy | |
| Milestones and Challenges |
| Environment | |
|---|---|
| Responsible Supply Chain | |
| People | |
| Occupational Health & Safety | |
| Human Rights | |
| Society | |
| Stakeholder relationships | |
| Corporate Responsibility | |
8
| About this Report | |
|---|---|
| Corporate Information & Contacts | |
| Institutional Relations | |
| GRI Indicators | |
| Contents of the Non-Financial | |
| Reporting Statement (EINF) |

Key Indicators
Location map
Milestones 2019
Awards & Recognition
6 MELIÁ HOTELS INTERNATIONAL I CONSOLIDATED MANAGEMENT REPORT AND ANNUAL ACCOUNTS 2019 Mr. Luis María Díaz de Bustamante y Terminel
Secretary and Independent Director
GRI 102-16
The combination of the exceptional hospitality we provide and our management excellence and rigour
Combining instinct with data, feelings with observations, intuition with analysis. At Meliá Hotels International we blur the lines between what we think and what we feel, because we represent holidays, getaway breaks, emotions and well-being. We are leisure
But we are also about success, effort and teamwork. We are business

We are faithful to our origins and ambitious about our future. Of the twenty largest international hotel groups, we are the company that has its origins in the resort hotel industry, an area in which we continue to lead innovation. We are also the ideal size to be able to offer efficient and open management to all of our stakeholders

We are a company with more than 60 years of history, defined by four attributes of our corporate identity which reach across all our brands...
... which inspire the values of our organisational culture...
... and which come alive in our day to day activities through our behaviour
Warmth and conviviality Caring and nurturing Little extras Innovation
Proximity Excellence and consistency Service vocation Innovation
Warm Professional Hospitable Creative
All this defines a unique way of living, stemming from a feeling of belonging to a large family: our family. It is precisely this feeling that inspires the way we relate to our customers and our teams


Customer value proposition
We want to inspire loyalty and trust among our customers, continuing to surprise them every day with experiences wrapped in characteristic Spanish warmth and passion.
Belonging is about feeling special. That is why our programme offers a world of exclusive benefits to our most loyal customers and nurtures a sense of belonging to a large family that cares about their well-being.
We are the result of a united and committed group, which shares a passion for everything it does. Together, we help nurture that sense of belonging every day, beginning with each and every one of us.
Service culture Employee value proposition
At Meliá, everyone is the star of their own story. Together, we are building the future of this great family, where every achievement is a step forward we make together, and every success is the success of us all.
Meliá Hotels International This is what we are
€1,800.7M (-1.67%)
revenue
EBITDA exc. capital gains
€470.9M (-2.33%)
EBITDA margin exc. capital gains
26.31 % (-0.62 pp)
Net debt/ EBITDA
2.11 times (Pre-IFRS16)
Consolidated RevPAR
(+0.6%)
Profit per share
(-26.62%)
Aggregated revenue
€2,846M (-3.39%)
Aggregate RevPAR €69.9
(-0.7%) Aggregated
occupancy 65.2 % (-1.5 pp)
ARR aggregated
€108.8 (+1.6%)
NPS Customers 46.5 %
melia.com sales
(+0.6 pp)
€582.2M (+3.1 %)
MeliáRewards members
12.6M (+10.9%)

FINANCIAL BUSINESS GOVERNANCE PEOPLE ENVIRONMENT SOCIETY
Board members
Female board
Independent board members
54.5 % (+9.5 pp)
CUBG compliance
70.31 % (3.12 pp)
Total employees
11 45,717 581,524
Women directors
Internal coverage
Training hours per employee

Carbon footprint
TnCO2
members Women CO2 emissions per stay
Water use per stay
26.9 % -8.51 % 94 %
Green energy
Environmental
investment Beneficiaries 14.38 €3.5M 20,569

Local suppliers
4,661 (+1%)
Funds for the childhood
27.27 % 44.6 % -14.51 % €439K
Human rights self-assessment
portfolio
Social entities helped
70 % 59 % 213
estimated
| Thousand € | 2019 | 2018 * | Dif (%) |
|---|---|---|---|
| Total consolidated revenue | 1,800,748 | 1,831,315 | -1.67% |
| Total revenue (excluding capital gains) | 1,789,538 | 1,790,166 | -0.04% |
| EBITDAR | 498,494 | 521,713 | -4.45% |
| EBITDA | 477,910 | 500,898 | -4.59% |
| EBITDA (excluding capital gains) | 470,900 | 482,137 | -2.33% |
| EBIT/Operating revenue | 222,794 | 258,871 | -13.94% |
| Financial results | (72,786) | (68,989) | 5.50% |
| RESULT BEFORE TAXES | 156,312 | 195,203 | -19.92% |
| CONSOLIDATED RESULT | 121,679 | 151,664 | -19.77% |
| Net profit attributed to parent company | 112,898 | 147,094 | -23.25% |
| EBITDA margin | 26.54% | 27.35% | - 0.81 |
| EBITDA margin (excluding capital gains) | 26.31% | 26.93% | - 0.62 |
* On January 1, 2019 the new regulations on leases (IFRS 16) came into force and caused significant changes to the nature of the Group's assets and liabilities and the structure of the consolidated income statement.
At the date of closing, the company portfolio includes one hundred and one hotels operated by different subsidiaries under lease agreements, mainly located in European cities. All of these lease agreements are qualified under this new accounting standard, in addition to forty-two leases whose underlying assets are, essentially, offices and transportation.
The company has adopted the standard for its 2019 financial statements retroactively, reconstructing the payment commitments in each of the lease agreements since the date they were signed. Note 2.3 of the Consolidated Annual Accounts details the re-expression of the consolidated balance sheets as of December 31, 2018 and January 1, 2018, as well as the 2018 income statement.
€86.9
€0.49
GRI 102-4; GRI 102-7; GRI 102-10

In 2019, we opened 10 new hotels with more than 2,200 rooms in 8 countries, highlighting the opening of the INNSIDE Prague Old Town, which added a new destination to our portfolio. We also boosted our presence in relevant destinations such as Southeast Asia, with three new hotels in Vietnam and the first hotel in Shanghai, China, as well as a new opening in Cuba, increasing our portfolio on the island to thirty-five hotels.
We are also moving forward with growth in major Italian cities, with the incorporation of the first Innside hotel in Milan (Innside Milano Torre Galfa), and also added a new hotel in Tanzania,
giving greater visibility to our premium brand in the destination with the opening of a Gran Meliá hotel in Arusha.
In 2019 we also signed up 11 new hotels with 3,000 rooms to our pipeline, strengthening our leadership as a resort hotel chain with 80% of the new rooms in resort or bleisure destinations, all of them aligned with our firm commitment to quality and excellence, and with more than 80% to be operated under management or franchise agreements. Other highlights included agreements to operate a new hotel in both Albania and Montenegro, destinations with a high potential for future growth.

Our future growth strategy will continue to strengthen our positioning as one of the leading hotel groups in upscale and premium hotels, strengthening our leadership in the most important holiday and bleisure destinations in alignment with criteria of excellence and sustainability. Over the next decade, Meliá Hotels International will focus its growth strategy on the top destinations and holiday resorts in the Mediterranean, Caribbean and Southeast Asia, to represent around 80% of all hotels.
At the end of the year, our pipeline comprised 62 hotels, mostly under asset-light management agreements (87%) and in our premium (23%) and upscale (70%) brands. We continue to strengthen our international presence, with 98% of our future additions outside Spain.
Meliá Hotels International remains committed to growth in Asia, where our current pipeline stands at 20 hotels (32%), strengthening our position in countries such as China, Indonesia, Malaysia, Thailand and Vietnam.
Over the coming year we expect to open 23 hotels with more than 7,000 rooms, highlighting the debut of the ME by Meliá brand in Dubai and Barcelona, and the new Paradisus resort in Playa Mujeres (Mexico).

01
Meliá declares a policy of zero tolerance with regard to sexual harassment and reinforces its commitment with an international agreement with the IUF to prevent this type of violence

02
Silver Class award for Sustainability: the SAM 2019 Sustainability Yearbook (S&P Global) names Meliá for the first time one of the leading companies in the industry in sustainability after its first participation in the Corporate Sustainability Assessment 2018

04
After an investment of USD 110 million, The Grand Reserve at Paradisus Palma Real opens its doors: a benchmark hotel in sustainability with which Meliá reaffirms its commitment to the Dominican Republic, where it already operates seven hotels with almost 3,000 rooms

03
Meliá signs two ESG-linked credit lines with BBVA and Santander, becoming the first hotel company in Spain to use sustainable financing and linking 50% of the amount in its credit lines to its performance in sustainability

05
Meliá reinforces its distribution in China opening its own online store for the 300 million users of Ctrip, the largest online travel agency in a country in which the company continues to strengthen its positioning


06
Meliá launches the CO2PERATE project to improve energy efficiency in hotels, involving an investment of €4.5 million and aiming to reduce CO2 emissions by more than 66,000 tons

07
In collaboration with the UGT and CCOO unions, Meliá signs its second Equality Plan. Echoing the progress made in society in general, the plan updates and expands the provisions of the first plan published in 2011
08
09
Opening of the INNSiDE Saigon Central, the first INNSiDE in Vietnam and the 7th hotel for the company in the country.

10
Meliá is named the most sustainable hotel company in the world, after achieving the highest score in the industry in the Corporate Sustainability Assessment 2019 made by SAM (S&P Global), the world's leading organisation in corporate sustainability assessments

11
MeliáRewards, the company's loyalty programme, celebrates its 25th anniversary with a world tour and numerous awards


During the celebration of the New York Climate Summit, Meliá aligns itself with COP21 commitments and announces an objective to reduce CO2 emissions by 13% in scopes 1 and 2 before 2023, and by 51% before 2035, in addition to reducing scope 3 emissions by 6% and 21% before 2023 and 2035, respectively

12
Meliá announces an agreement with Climatetrade to become the first hotel company in the world to apply environmental blockchain technology. MeliáRewards members can redeem points to offset the carbon footprint caused by their stays

Awards & Recognition
Meliá strives to consolidate its position as a world leader in excellence, innovation and sustainability in the tourism industry. The awards and recognition achieved in 2019 are a reflection of our leadership and our commitment to continue to move forward along that path.
One of the most significant milestones of the year was recognition as the most sustainable hotel company in the world after the Corporate Sustainability Assessment 2019 carried out by the sustainable investment agency SAM (S&P Global). This recognition is a milestone in the history of the company, further reinforcing our firm commitment to sustainability and the promotion of responsible tourism.

#26 Business Leaders with the Best Reputation in Spain. Merco Leaders.
Top 50 Most Influential Hotel Professionals. Hotelier Middle East's Annual Power 50 Ranking.
Top 20 Business Managers in Spain. Advice Business Success Report.
Tourism Personality 2019. Hosteltur.

#21 Top 50 Most Valuable Hotel Brands. Brand Finance Annual Report.
#7 Top 10 Strongest Hotel Brands. Brand Finance Annual Report.
#19 Companies with the Best Reputation in Spain. Merco Companies.
#1 Hotels, rooms and presence in Spain. Hosteltur Major Hotel Chain Ranking.
Top 10 Companies that most help SMEs in Spain. Advice Business Success Report.
Top 10 Companies with the Best Reputation in Spain. Advice Business Success Report.

Best Tourism Services App. The App Tourism Awards.
Innovation Award. Vocento Business Awards
Top 10 Leading Companies in Digital Transformation in Spain. Institute Coordinates of Governance and Applied Economics.

#16 Company with Best Talent Attraction and Retention. Merco Talent.
Most Attractive Hotel Company for Spanish University Students. Most Attractive Employers

Gold Class & Industry Mover. SAM Sustainability Yearbook 2020 S&P Global (CSA 2019).
#17 Company with best corporate responsibility and governance. Merco Responsibility & Corporate Governance.
#B. Carbon Disclosure Project 2019
National Corporate Responsibility Award. Caixabank Hotels & Tourism Awards

Best Chain for Holidays Abroad. Travelranking awards.
185 Travelers' Choice awards. Tripadvisor
76 Hotels included in the Hall of Fame. Tripadvisor


Tourism Industry Vision
Materiality Analysis
Reflection on the Strategic Plan 2016-2018
Strategic Plan 2020-2022
Committed to the 2030 Agenda
Secretary and Independent Director
GRI 102-15
2019 has been a turbulent year for the tourism industry, but it continues to be one of the main drivers of growth in the world economy. Tourism GDP saw growth of 3.6% in 2019, slightly lower than the 3.9% achieved in 2018. Although the growth rate is lower than in previous years, we remain optimistic about the future, bearing in mind the transformation process that has to be undertaken to adapt to rapid change in the business environment.
Among many other factors, this slowdown is due to geopolitical issues such as the worsening of relations between the United States and China, which have affected practically all the other countries in the world, with real effects between neighbouring countries and regions; protests in Hong Kong and Latin America; political conflict in Catalonia; and the uncertainty caused by Brexit which still continues as the means in which it will be resolved remain unclear. All of this in a context in which the world economy is presenting the first signs of a slowdown and where we are also seeing the economic impact of climate change.
This situation has combined with other contingencies and events that have had a significant impact on the international tourism industry, such as the sargassum seaweed crisis on the Caribbean coast, the smear campaign that questioned security levels in the Dominican Republic or the collapse of the British tour operator, Thomas Cook, with important repercussions throughout the tourism industry value chain.
On the other hand, the so-called Greta Thunberg effect also went global in 2019, making climate change a priority issue on both public and private agendas and having an increasing impact on the decision-making process in companies, governments, investment funds and other key stakeholders in the tourism industry.
According to estimates by Exceltur, tourist activity in Spain ended 2019 with an increase of 1.5%, below the level of growth in Spanish GDP (2%), and the lowest figure since 2013, confirming the trend towards a progressive stabilisation in the industry. Despite this low growth, in 2019 the tourism industry maintained its capacity to generate employment, creating about 65 thousand jobs in Spain, 3.5% higher than the previous year and 1.2 percentage points above other industries in the economy.
| TOURISM GDP GROWTH |
TOTAL CONTRIBUTION TO GDP |
DIRECT CONTRIBUTION TO GDP |
TOTAL CONTRIBUTION TO EMPLOYMENT |
|
|---|---|---|---|---|
| 2019 PERFORMANCE | 3.6% | 10.8% | 3.3% | 10.3% |
| 2029 OUTLOOK | 3.5% | 11.5% | 3.5% | 11.7% |

Despite the slowdown in the global economy, the outlook for the tourism industry in 2020 is favourable.
Forecasts point towards another good year for international tourist arrivals, which are estimated to grow by around 40 million, 3% higher than 2019 and getting closer to the 2024 forecast of 1,600 million trips. According to the World Travel & Tourism Council (WTTC), the economic contribution of tourism will grow by 3.5% in 2020, contributing USD 3 billion to the global economy.
Despite these huge numbers for tourism forecasts for 2020, it is important to note that international tourism continues to have significant potential for future growth. The proportion of the world population that take part in international tourism is estimated at only 3.5%.
Europe will continue to be the most visited destination in the world, with expected total arrivals at around 700 million in 2020 and an estimated growth rate of 3%, although this is below the world average and so will lead to a loss in market share.
East Asia and the Pacific will grow at a rate of 6.5% and surpass America, allowing it to reach a market share of around 25%.
We also expect employment in the travel industry to grow and that the industry will contribute 341 million jobs by 2020 compared to 323 million in 2018. This would consolidate the leadership of the travel industry as a generator of employment and driver of the world economy.
However, favourable forecasts for travel must also be accompanied by a vital transformation of the current tourism model in the face of global challenges that will drive the future of the industry towards a more profitable, responsible and sustainable model.


security



and future of employment Climate change

The new traveller

Ethics and reputation
Creation of social value

Sustainability
Materiality Analysis
GRI 102-21; GRI 102-29; GRI 102-31; GRI 102-44; GRI 102-46; GRI 102-47
In 2019, we reviewed and updated our materiality analysis to ensure alignment between the current expectations of stakeholders, the new 2020-2022 Strategic Plan and the company focus on objectives to respond to the key challenges, opportunities and trends in the business environment.
In this round of analysis, participation levels were above those of the previous analysis in 2017, attracting a response rate of 25%. The analysis also included for the first time a global and regional vision of the internal and external importance of material issues for all our global stakeholders.
The identification of 16 material issues was based on an analysis of the current business context, combining issues related to the business and its strategic vision, ESG criteria (environmental, social and governance), analysis of global trends, industry benchmarking, Global Reporting Initiative (GRI) standards and the United Nations 2030 Agenda itself.
The prioritisation of the issues followed a two-track analysis of their internal importance, assessed by the Board of Directors, Senior Management and executives with a prominent role in company decision making, and their external importance according to all the external stakeholders involved.
The analysis of the results took into account an internal and external weighting defined in line with the company stakeholder prioritisation map. The entire assessment and validation of the material issues was carried out with the greatest transparency and rigour to ensure the quality and accuracy of the results obtained.

| Material issues | Importance for Meliá | SDG | GRI issue | GRI indicator |
|---|---|---|---|---|
| Cybersecurity & Data Protection |
New technology and the transition to an increasingly digital environment is the most relevant material issue for our stakeholders. The mechanisms set up to protect our customers' personal data are a key factor in generating confidence |
Customer privacy | 418-1 | |
| Human Rights | Our internationalisation and presence in countries in which the defence of human rights requires support, requires that we create relationships and management frameworks that guarantee their defence in hotel operations and ensure a safe and fair environment for both our employees and customers |
Non-discrimination Freedom of association and collective bargaining Child labour Forced or compulsory labour Rights of indigenous people Human rights assessment |
406-1 407-1 408-1 409-1 411-1 412-1, 412-3 |
|
| Business Ethics & Transparency |
Stakeholders not only demand companies that are more responsible, sustainable and profitable, they also require companies to be ethical and transparent. A growing number of corruption cases require increased transparency from the company and its senior management |
Ethics and transparency Governance Reporting practices Anti-corruption Anti-competitive behaviour |
102-16, 102-17 102-18 to 102-39 102-45 to 102-56 205-1 to 205-3 206-1 |
|
| Regulatory Environment | Constant changes in the environment generate new legal requirements that may affect normal operations |
Environmental compliance Public policy Socio-economic compliance |
307-1 415-1 419-1 |
|
| Profitability & Solvency | Company growth and investment decisions require financial stability and strength |
Economic performance | 201-1 to 201-4 | |
| Attractive business model | To ensure a solid and reliable value chain, our business model has to be a source of both internal and external value creation |
Management approach | 103-1 to 103-3 | |
| Customer experience | In an industry as competitive as the hotel industry, the customer experience is a critical and differential factor to ensure satisfaction and loyalty |
Customer health and safety Customer privacy |
416-1, 416-2 418-1 |
|
| Health & Safety | Guaranteeing a safe environment for our employees and customers is not only a legal requirement, but a priority for the company |
HEALTH AND WELL-BEING |
Occupational Health and Safety | 403-1 to 403-4 |
| Talent Management & Training | In an environment in which talent shortages are expected, the ability to attract and retain talent is one of the strategic priorities for Meliá, where people are the heart of the organisation |
QUALITY EDUCATION |
Employment Training and qualification |
401-1 to 401-3 404-1 to 404-3 |
| Innovation & Digitalisation | The introduction of digital technologies and the encouragement of a culture of innovation are key factors in the identification of service improvements and process optimisation |
INDUSTRY, INNOVATION AND INFRASTRUCTURE |
||
| Diversity & Inclusion | Promoting diverse work teams and inclusive environments is one of the key commitments of Meliá |
REDUCTION OF INEQUALITIES |
Diversity and equal opportunities Non-discrimination |
405-1, 405-2 406-1 |
| Climate Change | Global warming is a reality. Regulatory bodies and society in general demand greater involvement from companies and more innovative and sustainable management |
Emissions | 305-1 to 305-7 | |
| Circular Economy & Responsible Consumption |
Promoting a responsible business model requires an efficient use of resources throughout the value chain, from the supply chain through to the responsible behaviour of our customers |
Energy Water Discharges and waste Environmental assessment of suppliers Procurement policies |
302-1 to 302-5 303-1 to 303-3 306-3 308-1 204-1 |
|
| Economic & social development in destinations |
The hotel industry has an important commitment to the socio-economic development of the location in which it operates and to compensate the impact of its operations |
Indirect economic impacts Local communities |
203-1, 203-2 413-1 |
|
| Geographical Presence | Offering our customers a wide range of international destinations is one of the key priorities of the company growth strategy |
Market presence | 202-1, 202-2 | |
| Biodiversity | The conservation and protection of the natural environment in which we operate is a key factor in ensuring a sustainable business model |
Biodiversity | 304-1 to 304-4 |
Reflection on the Strategic Plan 2016-2018
As in previous periods, 2019 was a transition year for the company between the finalisation of its three-year strategic plan and the publication of its next strategic plan.
Throughout this report you can see the progress and results achieved during the year, the result of the strategy in place over the last four years. This section contains the key achievements that have made the company even better prepared for all the changes the new decade will demand from both the business world and humanity.
In line with the company's vision, the 2016-2018 strategic plan contained major objectives that acted as a beacon to everyone at Meliá Hotels International in driving the transformation processes that have prepared the ground for the new strategy.
Being seen as a world leader in excellence, responsibility and sustainability is our objective as a company, supported at the end of 2019 by our being named the most sustainable hotel company in the world.
The integration of ESG criteria in our business model is a major achievement, as it required the entire organisation to alter numerous processes in our value chain and include environmental and social factors in our decision-making process.
A transformation process which focused on implementing projects as quickly as possible and ensuring changes were assimilated throughout the organisation. A management model where new technologies and tools allow management to make progress towards excellence and data management across the entire organisation.
In a similar fashion, the acquisition of new competencies and skills to face the new decade and, finally, the consolidation of our essence as a company, which allows our values to take root in new destinations and through the diversity of our team.
The progressive and orderly incorporation of recommendations on good governance has guided our activities over recent years. We have modified the regulations of our governing bodies, consolidated and strengthened our regulatory policies, aligned ourselves with the demands of our stakeholders, ensured a more company-wide culture to mitigate the impact of risks, and finally, appointed a Compliance Officer to help promote a culture of compliance that responds to global challenges.
Growth has consolidated our international presence, and we now operate in more than forty countries, with a portfolio of 388 business units and almost one hundred thousand rooms.
Our acknowledged experience in the resort hotel industry based on seven different brands, each with its own personality and each aimed at different customer types to respond to the expectations of increasingly demanding customer that seek new experiences that combine both business and leisure.

After the 2016-2018 Strategic Plan, and in an environment of increasing volatility, complexity and uncertainty, we faced two major challenges: on the one hand, to strengthen and optimise the basic drivers of value in the company, and on the other hand, to promote a growth model based on new premises.
"We aspire to position ourselves among the leading hotel companies in the world in the midscale and upscale segments, strengthen our leadership in resort and bleisure hotels, and be seen as a world leader in excellence, responsibility, and sustainability".
To make this vision come true, we have taken on new commitments for the coming three years through a Strategic Plan that indicates the objectives we wish to achieve in 2022, as well as the key drivers and strategic areas where we need to act in order to achieve them.
The motto for the Strategic Plan has thus been defined as: "Reinventing value", and the statement that defines its purpose as:
"To promote a transformation that makes the company more profitable and sustainable based on three fundamental drivers: the consolidation of our core values and strengths; efficiency, simplification and digitalisation; and a new strategy for responsible growth consistent with our vision."
The objective defined for 2022 is thus to provide differential value to our stakeholders, becoming a global benchmark in leisure and bleisure hotels through a profitable and agile business model focused on excellence and sustainability.
To achieve this, we will act in five key areas:
Each area contains a number of different projects that form the basis of our road map for the coming years, each being led by a multi-disciplinary and diverse work team with three key aims:

Ensure our shareholders perceive the internal transformation of the company as a differential value
To leverage our knowledge of destinations and the company's digital transformation to optimise our sales platform and generate experiences that add value and strengthen our bonds with customers to maximise company revenues
To evolve towards a digitalised operating model that guarantees efficiency and professionalism in the services offered to business units and our other stakeholders through innovation, technology and more efficient processes
To develop and strengthen the abilities of all our people in a digital, versatile and constantly changing world, and create an environment of trust in which our leaders inspire and encapsulate our values, fostering a culture of innovation
Consolidate an ethical, transparent and responsible management model, becoming a benchmark for the transformation towards a more sustainable tourism model which addresses the needs of the planet and economic and social development in our destinations
GRI 413-1
"Consolidate an ethical, transparent and responsible management model, becoming a benchmark for the transformation towards a more sustainable tourism model which addresses the needs of the planet and economic and social development in our destinations."
Our commitment to sustainability is a key feature in the development of our hotel activity, a competitive advantage and a differential factor that reinforces our relationships with our stakeholders.
In line with the new Strategic Plan 2020-2022, we have defined a Sustainability Master Plan aligned with the United Nations Sustainable Development Goals which is integrated throughout our entire value chain and whose ultimate goal is to generate shared value in the destinations in which we operate.
The plan includes projects already implemented and defines new developments that will respond to the challenges faced by society and the travel industry in regard to sustainability.
We are living through a paradigm shift that requires companies to take an active role, focused on protecting the planet and making a contribution to society. As a consequence, markets and society demand that companies effectively integrate within their strategies the drivers of solutions to global challenges.
At Meliá, we understand that this integration and the management of intangible factors are key drivers of our transformation, innovation and a 360-degree vision of our business. It will also allow us to reinforce the strategy with a long-term vision which is aligned with our purpose as a business: to move towards a more sustainable future from a more responsible present.
Our approach, commitments and progress in this area led to us being named the most sustainable hotel company in the world in the Corporate Sustainability Assessment 2019 carried out by the sustainable investment agency SAM, reinforcing the trust our stakeholders have in us as well as our leadership in an area that is of vital importance for an industry such as travel, which has proven to be a driver of economic and social development.
In order to respond to global challenges, market demands and the expectations of our stakeholders, our Sustainability Master Plan is based on the following premises.
Global challenges as a frame of reference

Social changes as guidelines for action
The sustainable transformation of the tourism model
A commitment to a unique VISION: sustainable and responsible hotel management
Social and environmental factors integrated with the management model
Sustainability as a driver of innovation and the generation of long-term shareholder value
Committed to the 2030 Agenda
The United Nations 2030 Agenda is our benchmark to help build a responsible tourism model and help face major global challenges. Since the adoption of the SDGs by the United Nations in 2015, we have made great progress in understanding them and including them in our sustainability strategy and defining specific objectives.
As the world's most sustainable hotel company, we therefore promote a responsible hotel management model that generates true value in the destinations in which we operate, with a special focus on those SDGs that are closest to travel and on which we can act directly.
The Master Plan also includes approaches that respond to issues our stakeholders consider of special relevance, as seen in the Materiality Analysis, thus ensuring that our actions respond to their concerns.

The number refers to the related materiality issue.


| Business Model |
|---|
| Asset Management Strategy |
| Our Brands |
| Dining Experiences |
| Sales Strategy |
| Direct Sales Channels |
| Digital Transformation |
| Social Media |
| Cyber security |
Secretary and Independent Director
MODEL...
AN EXCELLENT AND SUSTAINABLE MANAGEMENT
OWNED (13.2%)* Meliá both owns and manages the hotel
Modelo de Negocio
Meliá is a tenant in the hotel and responsible for its management
Meliá manages a hotel owned by a third party under one of its brands. Fees are charged for the management services
The owner operates the hotel under a Meliá brand and uses our sales channels
(*) Active portfolio

OUR BRANDS





... WITH A VISION FOCUSED ON 5 STRATEGIC OBJECTIVES...
Shareholder Value
Experiencie Be Digital 360
Customer
Empowered People
CULTURE & VALUES
ESG Impact

Asset Management Strategy
One of the key aspects of the new Strategic Plan 2020-2022 is the creation of shareholder value, in which the optimisation of our assets plays an important role, focusing on maximising the profitability of our owned and leased hotels through profitable and efficient asset management. To achieve this objective, the asset management strategy is based on four premises:
Bearing in mind these premises, we have focused on three areas where results will lay the foundations for our positioning, with the objective of responding to the expectations of our shareholders.
Asset management is based on several factors focused on increasing the profitability and quality of our assets:
Based on the current situation in the company's hotel portfolio, the benefits of reform and transformation projects for different assets are analysed with a view to opening up modern new spaces which also involve attributes to maximise their profitability and quality. These projects enhance value through different actions:
We aim to maximise the profitability of the business model in our portfolio of leased hotels. To achieve this, we have identified several areas in which to act:

GRI 203-1; GRI 203-2
Among the largest real estate projects carried out over recent years, the project to build a new hotel and reform and reposition the rest of the hotel portfolio in the Dominican Republic, all of them owned by the company, stands out.
It should be noted that the value of the assets in the Punta Cana area represents up to 20% of the total value of Meliá's fully consolidated assets.
Between 2015 and 2020, the total investment in the project was approximately 150 million euros, focused on adapting the hotel portfolio to the expectations of our customers:
Among the most important benefits of this project, we would highlight the following:
Bring new life to our hotel portfolio and increase our exposure in the Dominican Republic, thus strengthening the positioning of the Meliá brand in America
Increase the profitability and value of certain assets, allowing them to attract more niche markets
Maximise revenue through a greater contribution from the different hotel areas and the addition of new commercial areas
Boost revenues in other business areas such as the shopping mall, golf course or casinos
Leverage the know-how acquired through the management of separate business units
Enhance integrated management of the hotel business and Circle by Meliá, allowing the optimisation of inventory depending on demand cycles
Our hotels in Punta Cana represent 20% of Meliá's total real estate asset value 150M Total investment

To enrich the experience of guests in Punta Cana, one of the most important resort destinations for the company, we have begun a tourism development project that consists of the construction of a theme park in the space currently occupied by the Palma Real Shopping Village. The new Katmandu Park Punta Cana will be a major entertainment centre, with a wide range of music, shopping, bars and restaurants, consolidating the leisure facilities in the area.
Katmandu Park Punta Cana will be a Joint venture project with both partners holding a 50% share: Meliá Hotels International and FunStuff, S.L. which is entirely owned by the Katmandu Group.
Since the opening in Mallorca in 2007 of the first Katmandu Park, the success of which has been widely acknowledged and praised by the market, the objective of the new project is to create a next-generation park that will open up opportunities for potential growth in other relevant destinations for the company.
Another major real estate project, involving an investment of approximately 23 million euros, was the conversion of the old Meliá Zaragoza to create the recently inaugurated INNSiDE by Meliá Zaragoza, an avant-garde hotel in a location near all the main attractions in the city and with a design that reinforces our commitment to sustainability.
The purpose of this project was to optimise the value of the building in a location suffering from an oversupply of hotels through the development of mixed hotel-residential-retail facilities. The hotel has 102 rooms with sustainable attributes enhanced by the materials used, the linen and the bathroom amenities, all with a low environmental impact, plus a real estate development with 68 functional homes with a design focused on energy eco-efficiency.
Once the hotel business has stabilised, the new Innside hotel is expected to significantly improve on the results of the former Meliá Zaragoza, despite having only 40% of the previous room inventory, thanks to a new pricing strategy and a more efficient cost structure.

Total investment

GRI 102-2; GRI 102-6
Our experience in the resort hotel industry is expressed in all seven of our brands, each of them with its own distinctive personality, but all of them sharing the values and principles of the company.
Each of our brands focuses on clearly defined psychographic and demographic profiles, to respond to the different needs of modern travellers, adapting to changes and trends as the result of a constant review process that prioritises innovation and permanent evolution.

Our hotel brands transmit the Meliá values with regard to public commitments we have made in environmental and social sustainability. Hotels actively participate in bringing these values closer to our stakeholders through their operations, involving actions such as promoting healthy, local cuisine, managing the hotel operation efficiently and respecting energy and water resources, or promoting social activities that involve the local community.
We are very much aware of the importance of sustainability in the tourism industry, and we are working on promoting specific sustainable attributes in each of our brands to respond to the growing concern, strengthening our value proposition according to the real social and environmental situation in each of the destinations in which we operate.


Gran Meliá evokes the essence of Spanish culture: simple pleasures, connection with the earth, respect for things well done and natural luxury.
This philosophy is materialised in each of the elements that shape the Gran Meliá experience. From the extraordinary architecture of the hotels and the quality of a cuisine that evokes local flavours, to the warm and respectful nature of the service.
Each experience reveals a unique appreciation for the authenticity of the everyday, the creativity and talent of both local culture and our own. Even the smallest detail is deeply rooted in the Spanish life well lived. Genuine luxury.
OCCUPANCY (%)


GUEST SATISFACTION SCORE (GSS)

NET PROMOTER SCORE (NPS)

QUALITY PENETRATION INDEX (QPI)

| Hotels | Rooms | Countries | |
|---|---|---|---|
| Operational | 13 | 3,052 | 6 |
| Pipeline | 7 | 1,636 | 3 |
| Stays | + 1.1 million |
PRESENCE



Inspired by the cutting edge of Europe's contemporary scene, ME by Meliá gives guests a true taste of its destinations. Combining architecture, design, art and gastronomy with a bespoke service culture that anticipates the needs of each guest, ME ensures every stay is meaningful.
Channelling the individuality of our locations, we create a guest experience which encapsulates the best of the local scene, with each ME hotel a reflection of its destination. Through our strong cultural connections, we bring local and international talent into our hotels, working with artists, influencers and creative technologists to create social epicentres which buzz with energy and inspiration.
OCCUPANCY (%)

2016 2017 2018 2019 64.3% 55.2% 63.8% 66.2% ARR (€) 2016 2017 2018 2019 223.2 245.2 241.7 263.1 REVPAR (€) 2016 2017 2018 2019 143.6 135.4 154.1 174.0 84.8% 57.2% 103.5%
GUEST SATISFACTION SCORE (GSS)

NET PROMOTER SCORE (NPS)

QUALITY PENETRATION INDEX (QPI)

| Hotels | Rooms | Countries | |
|---|---|---|---|
| Operational | 6 | 1,061 | 4 |
| Pipeline | 5 | 898 | 3 |
| Stays | + 0.3 million |
PRESENCE
| Hotels | Rooms | Countries | |
|---|---|---|---|
| Operational | 6 | 1,061 | 4 |
| Pipeline | 5 | 898 | 3 |


Secretary and Independent Director
Set against the most renowned and emergent resort hot spots around the world, Paradisus transports guests into a paradise that reflects the natural beauty of its destination.
Mindful of its presence within nature, Paradisus is committed to achieving balance with the environment around its properties.
This narrative of being at one with the destination runs through each element
of the resort, from locally-inspired dinner menus to environmentally conscious in-room products.
Guests can expect to be transported into a resort environment that perfectly balances the feel of luxury with an unpretentious atmosphere.
OCCUPANCY (%)
70.0% 68.6% 67.5% 55.5%

2016 2017 2018 2019 ARR (€) 2016 2017 2018 2019 141.3 138.9 127.5 127.6 REVPAR (€) 2016 2017 2018 2019 98.9 95.3 86.1 70.9
GUEST SATISFACTION SCORE (GSS)

NET PROMOTER SCORE (NPS)

QUALITY PENETRATION INDEX (QPI)

| Hotels | Rooms | Countries | |
|---|---|---|---|
| Operational | 12 | 6,319 | 3 |
| Pipeline | 2 | 998 | 1 |
| Stays | + 2.4 million |
PRESENCE


+ info
40 MELIÁ HOTELS INTERNATIONAL I CONSOLIDATED MANAGEMENT REPORT AND ANNUAL ACCOUNTS 2019 Mr. Luis María Díaz de Bustamante y Terminel
Secretary and Independent Director
Meliá Hotels & Resorts is a welcoming brand that inspires a sense of security. With internationally renowned hotels, it is characterised by its passion for service and by the personalised care received by its guests.
With guest wellbeing its top priority, Meliá provides the warmth of Spanish hospitality through its personalised services and constant evolution to create new experiences to meet the needs and wishes of all kinds of guests, without exception.
Unique culinary experiences adapted to the latest trends, rooms equipped to ensure the highest level of wellbeing, personalised and exclusive services through The Level, innovative meeting rooms with everything required to ensure maximum success, activity programmes that enrich and complement the guest experience, and kids' clubs to ensure every member of the family is happy. These are just some of the brand expressions that allow Meliá to guarantee it will meet the needs of its guests.
OCCUPANCY (%)
66.3% 65.5% 64.3% 63.4%


GUEST SATISFACTION SCORE (GSS)

NET PROMOTER SCORE (NPS)

QUALITY PENETRATION INDEX (QPI)

Hotels Rooms Countries Operational 121 35,126 34 Pipeline 29 8,279 3 Stays +12.8 million
PRESENCE

Secretary and Independent Director
Stay Curious.

INNSiDE by Meliá hotels are design-led lifestyle and resort hotels that give guests the freedom to relax and explore, whether they are travelling for work or leisure.
The brand embraces the local culture of each destination through an extensive events calendar, city guides, artwork and free bicycle hire to encourage guests to discover new neighbourhoods.
INNSiDE creates spaces to disconnect and relax both body and mind with modern fitness facilities, yoga classes and DJs in the pool and lobby. A hotel where guests can try local drinks without leaving their room and enjoy all the flavours of local cuisine during meals. In all of our INNSiDE hotels, the lobby is an open space for informal get-togethers and business meetings.
We have given a lot of thought to how to take better care of our planet, which is why we have reduced the use of paper and single-use plastics and ensured that room amenities, sheets and towels are all made with organic materials.

Secretary and Independent Director



Sol by Meliá is dedicated to the most important type of holiday – the one you share with the people you love. A place where you feel the joy, fun and relaxation that are so vital during your time away, and where the memories created last a lifetime.
A new generation of resorts designed for new families and modern travellers that offer fantastic facilities for children and experiences geared towards adults.
Our design is colourful, vibrant and full of energy, as well as welcoming and homely, something that becomes clear in the service that we provide.
From the moment you arrive, we make the whole family feel right at home. A unique and unforgettable experience created through the hospitality and friendliness of the staff and the tiny details that make all the difference. A place in which to dream, jump and play.
At SOL, our goal is to satisfy our guests, personalise their experience and anticipate their every need.
OCCUPANCY (%)
ARR (€)
72.4
REVPAR (€)
55.6
79.2

2017 2018 2019 2019o NET PROMOTER SCORE (NPS) 2017 2018 2019 2019o QUALITY PENETRATION INDEX (QPI) 2016 2017 2018 2019 76.8% 73.7% 73.4% 71.0% 2016 2017 2018 2019 77.5 78.8 2016 2017 2018 2019 58.4 56.9 55.8 80.3% 41..7% 96.0% 80.6% 40..8% 96.2% 81.2% 39.4% 95.5% 80.0% 40.0%
PRESENCE

| Hotels | Rooms | Countries | ||
|---|---|---|---|---|
| Operational | 72 | 21,381 | 8 | |
| Pipeline | 2 | 490 | 0 | |
Stays + 7.2 million
GUEST SATISFACTION SCORE (GSS)

Meliá has made considerable efforts to boost its F&B strategy, introducing innovative dining concepts in our hotels and forming partnerships with market-leading partners such as renowned chefs and major catering groups to reinforce our positioning and help create synergies. F&B plays a fundamental role in our activity, representing 32% of total company revenues.
For us, our F&B services are a way to strengthen the bonds between guests and hotels, delivering unique sensory experiences in which technology and sustainability take centre stage.
"Our goal is to offer avant-garde dining options which encapsulate the local essence of the destination, encourage awareness about local cuisine and transmit the importance of a healthy, balanced and sustainable diet, creating concepts that become social epicentres in the destination."
Since 2016 we have been supporting innovation together with Gastro Entrepreneurs to make our hotels places of culinary reflection, open to entrepreneurs to pilot their projects and compare and contrast their ideas with mentors. This acts as a form of gastro incubator, designed to detect, develop and test innovative culinary projects based on their profitability, scalability and real impact on people's eating habits.

Boost our corporate image as an innovative company and differentiate ourselves from competitors by generating visibility and through our commitment to society
Encourage Corporate Venturing, making our innovation processes more agile through partnerships with entrepreneurs and start-ups
Be fully aware of market trends and industry initiatives
Detect innovative dining projects in their early stages of development to facilitate their implementation and attract new customer segments

In food hygiene we use self-control systems as the most effective tool to ensure food health and safety. The general hygiene plans define operational procedures with regard to basic aspects of hygiene and particular activities. The correct design of procedures based on hotel needs, the reality of the business and practical implementation, allow hazards which often affect different phases of food management to be kept under control.
Verification of the self-control system based on HACCP principles (Hazard Analysis and Critical Control Points) is carried out in monthly external audits, including all the locations in the hotel where food is handled for human consumption.
The audit includes a visit to review compliance with food handling and hygiene best practices, the condition of the facilities, the implementation and monitoring of all prerequisites, the correct implementation and monitoring of control and surveillance registers, etc.
An audit report is then prepared detailing any breaches detected and suggesting possible corrective measures.
With regard to food safety, we have agreements in place to take care of specific groups of people (people with intolerances and allergies) and offer guests the confidence and security of knowing that rules for handling certain foods are respected.
Our commitment to protecting the planet and the well-being of our guests are key drivers of our food choices, and that is why we aim to foster responsible, healthy and sustainable consumption.
The growing interest in healthy diets and an increase in the demand for more environmentally responsible products are defining new trends in food consumption. To respond to the new requirements of our customers and strengthen our commitment to sustainability, we defined the following objectives:


Purchase products that follow guidelines and regulations regarding respect for the environment and animal welfare, obtained through integrated or agricultural production systems and excluding endangered species

Continue to boost the local economy through the acquisition of local, fair-trade and ecological products, reducing environmental impacts in production systems and supply logistics

Strengthen our dining experiences with an offer rich in vegetables, whole grain cereals, legumes and fruit, reducing the use of processed products and sugary fizzy drinks

Promote responsible, healthy and sustainable consumption among our customers and employees
OUTLOOK 2020
2nd Edition of the Spanish Gastronomy Training Programme through an agreement with ICEX in which five of our chefs from Europe, Asia and America learnt more about Spanish culinary culture at the Basque Culinary Centre in San Sebastián, and also took a trip through the different regions of Spain to learn firsthand about the cuisine in each province.
We will launch the F&B Graduate Programme, an internal F&B development programme aimed at highly qualified recent graduates or students in the final year of their university studies, with the objective of offering them a professional career as F&B Managers and/or Directors.
In line with our commitment to reduce waste and stimulate the responsible consumption of raw materials, in 2019, together with Leanpath, we launched a project to reduce food waste using technology that allows the tracking of the entire process from beginning to end and can then act upon the data provided by the system.
The project is running in five pilot hotels to learn lessons which will enable a more effective launch in other hotels with the greatest opportunities for improvement over the next few years.

The investment depends on the need for the devices required for the correct implementation of the programme. The approximate total investment in the 5 pilot hotels has been 21,000 euros.
Spain: 1. Melia Tamarindos 2. Sol Lanzarote. Punta Cana, Dominicana Rep.: 3. The Circle 4. Melia Punta Cana Beach Mexico: 5. Paradisus Playa del Carmen La Perla and Esmeralda
| Economic | Environmental | |||||
|---|---|---|---|---|---|---|
| Return on investment: for every €1 of investment there is a commitment to recover €7 in operating costs |
Reduction of food waste by 50% |
Reduction of between 2% and 8% of the direct food cost |
Reduction of costs in waste management |
Reduction of hours of work in preparation or processes that do not add value |
Reduction of the carbon footprint of the hotel |
Reduction in use of water related to food waste |
To achieve our goals, it is extremely important that we consolidate our sales transformation with a solid focus on reinforcing the customer relationship.
This sales strategy has been designed from a global perspective down to a local reality, where guidelines are defined at the global level for each business segment bearing in mind the particular characteristics of the regions and destinations where we operate and with the support of specialist teams in each segment.
This approach has enabled the Company to increase the profitability of the business.



For several years Meliá has been a leader in online development in the industry, reinforcing our omnichannel presence both with end consumers (B2C) through melia.com and with travel professionals (B2B) through meliapro.com.
The melia.com website has become our most important sales channel, and is an essential driver of improvements in our performance and RevPAR, reaching levels of growth in recent years above those of competing international brands.
In 2019, we consolidated a Customer Centric strategy in which our sales performance is driven by increasing knowledge about customers, transforming the objective of selling a room into a different objective based on the customer experience, and optimising that experience in our contact centre and app channels as well as through a website more aligned with the strategic objectives of the company.
We generate more than 27% of our sales through our direct sales channels, our contact centre, melia.com, the Meliá app and the loyalty programme.

* Percentage calculated on aggregate income (room + meal plan)

This year our market-leading MeliáRewards loyalty programme celebrated its 25th anniversary under the motto "Belonging is celebrating".
We aim to continue to celebrate many more anniversaries and to build recognition of our brand worldwide. To help achieve this, we launched a special sales promotion called "Meliá Wonder Week" which broke all previous sales records, achieving more than €16 million in sales in the first wave and more than €20 million in the second. MeliáRewards is the umbrella brand used for all these campaigns.
Another successful campaign this year that beat all previous sales records was the Black Friday campaign. Over a ten-day period, the company achieved €40 million in sales through its direct channels, doubling the amount achieved in the previous year.
In 2019, and within the framework of COP25, we also became the first company in the world to announce, an agreement with Climatetrade, a Spanish start-up which is an international leader in environmental blockchain technology. The agreement allows our MeliáRewards members to compensate emissions online using a simple, direct, certified and secure platform, eliminating intermediaries and additional costs.
The global sales team has consolidated one of its key objectives: the digital transformation of B2B segments. This transformation was made possible by the development of new functionalities and content for MeliáPRO, adapted to all of the different types of travel professionals.
The programme achieved growth of 18.51% in sales in 2019 through our direct channels.
We have also recently re-launched the booking portal for travel professionals such as travel managers, event organisers, travel agents and tour operators.
MeliaPRO allows users to manage and control their professional travel activity in a flexible way, with a wide range of hotels in major cities and resort destinations all over the world. Over time, the programme has evolved to become the umbrella brand for all of the different B2B segments.
The platform offers the guaranteed best rate to users and excellent discounts, as well as a simple booking process that helps professionals save time on a day-to-day basis and book more quickly and efficiently.

The new portal reinforces our commitment to digitalisation, making the booking process easier and reinforcing our relationship
with each of the four different travel professional types. The benefits for each are the following:

Travel agents can make bookings for their customers directly and choose net or commissionable rates. If the customer pays directly at the hotel, the agent receives the commission quickly and easily through our centralised commission payment system.

MELIÁ PRO CORPORATE
Corporate or business travellers can use the portal directly to manage their bookings, logging in with their company code and viewing their corporate rates or negotiated corporate discounts. The portal also provides travel managers in any company to organise trips for employees.

For event organisers, the portal has a booking process through which they can make a request for proposal (RFP). The event request is automatically uploaded to the Melia Hotels International CRM system thanks to the integration of both platforms, with customers receiving a response from our Group Desk sales teams in less than 24 hours. It also allows registered event organiser to see all their historical data and the current status of all their requests.

These specialist professionals have access to prices for tour operators in all our hotels to help make them more competitive and strengthen their loyalty to and knowledge about our hotels. Travel professionals also benefit from special promotions and have access to negotiated net discounts once they complete registration in the portal for wholesalers. These rates can then be booked in real time in all company hotels.

Our well-known Meliá loyalty programme.

Free tool that allows users to create a personalised website for any event held in any of our hotels.

Packages designed to make organising small meetings easier.

Experts available to the organiser to help take care of even the tiniest details.

Our indirect B2B sales channels are supported by an expert sales team and prestigious partners, helping us create unique competitive advantages.
As a strategic segment for the company and a vital segment for the profitability of our 1,300 event rooms with 180,000m2 of meeting space, we have implemented a number of actions and projects that have allowed us to extend our leadership and achieve conversion rates of 20%, far above the industry average (5%).
Below are some of the actions carried out in 2019:
As part of our commitment to strengthen strategic alliances, we have decided to widen our premium customer portfolio and designed a "High-End" concept with a dedicated global and regional sales team. The main features of this strategy are:
Identification of the premium portfolio: Gran Meliá, ME by Meliá and Paradisus, with a clear focus on superior rooms with extra attributes, both for the brands mentioned above and for the Meliá brand
Applicable in all global regions
Strengthen cooperation with Leading Hotels of the World, adding new hotels to its portfolio and making the most of opportunities for distribution to its top luxury customers
Maximise the current contribution of luxury networks with dedicated sales and marketing plans for each of them: Virtuoso, Amex FHR, Signature, Frosch or Ensemble among others
Involve all global sales offices in the High End programme and define goals to ensure the success of the programme
Consolidate a sales action calendar applicable to all regions and coordinate the participation of both hotel and global sales teams
Ensure implementation at the hotel level of all related processes to ensure the attraction of highvalue customers
As part of the new Strategic Plan 2020-2022, we are committed to creating a more agile operational model, standardising and digitalising all of our processes to improve efficiency and profitability and offer differential experiences for both internal and external customers.
In 2019, a year of transition between the Strategic Plan 2016-2018 and the new Strategic Plan, the Be Digital 360 programme was launched to consolidate Meliá's digital transformation, working with technology and people to design new operating models that optimise and simplify our processes and provide the company with an analytical capacity that adds value to the business.
In an initial phase, the programme is focused on two projects aimed at increasing process efficiency. On the one hand, reviewing and optimising the way things are done, and on the other hand implementing robotics, analytics and artificial intelligence technology to allow employees to focus on offering the best possible customer experience rather than on performing tasks that add little value.

Understanding the customer purchase process and how marketing actions influence their behaviour is key to improving their experience and allowing Meliá to optimise its marketing investments. With this objective in mind, we have developed an attribution model based on artificial intelligence using a Big Data platform that allows us to analyse the true impact of all our campaigns throughout the customer journey.
The Big Data platform has also helped us create predictive algorithms that use relevant customer information in different channels to personalise the experience in real time with content tailored to their needs.
The digital transformation in revenue management is extremely important, allowing us to personalise our response to the needs of different markets, market segments and customer profiles in each of our brands. A new rate structure has been defined and implemented using a cloud-based system to operate the new revenue and demand management model for each destination or hotel, with the corresponding Revenue Management System also installed in all hotels. All combined with the use of artificial intelligence to allow planned decision making and a medium-term vision based on real-time demand.
The decision to make the Contact Centre a strategic channel and the implementation of Meliá Assistant, a virtual assistant that uses artificial intelligence to facilitate customer interactions, represent a turning point in improving service efficiency, channel profitability and agent productivity.
The implementation of the Meliá Assistant was a significant milestone for the company, becoming one of the first hotel chains to connect Google Dialog Flow technology with our CTI/ Switchboard. In 2020 we will continue to work on using voice technology coherently across all customer contact channels and on personalising the Meliá Voice as an umbrella for the entire company Voice strategy.
After launching a new mobile app in 2018, 2019 was a year of spectacular growth in both sales and downloads, with three-digit percentage increases in both. We remain firmly committed to our mobile app as a tool for the most important interactions both during the booking and the hotel stay, as well as a source of inspiration, offering local guides to optimise the customer experience both inside and outside our hotels.
With melia.com, we worked on creating a much more efficient channel with numerous improvements in the user experience, allowing us to increase the conversion rate through greater personalisation and improved page download and transaction speeds. Greater speed was achieved through the migration of the website to a new technology platform, helping maximise agility, flexibility, scalability and the response to current demand from customers.


GRI 102-12
"In addition to being innovative and authentic, becoming an increasingly social company requires us to directly involve our stakeholders, allowing them to be take centre stage in a technological and social transformation in which we want them to play an active role"
Social media are now key channels in the digital transformation of Meliá Hotels International. In 2019 we developed a "Social First" model to allow the use of social media data to support decision-making in digital campaigns, the optimisation of social content and to enhance the degree of personalisation of the experience we aim to offer customers.
We have partnered with Hootsuite for this project to help us quantify the impact of the use of social media through a methodology named Social Maturity Assessment. This year we have assessed our maturity level, comparing ourselves with a benchmark based on other international travel companies.
The results of the analysis place us at the forefront of social media management, and led to use being named the Most Influential Travel Company in Social Media.

Secretary and Independent Director
The excellent results achieved in 2018 through the Hootsuite Amplify project led us to continue working on the digital ambassadors programme for employees throughout 2019. Access to attractive content that can be shared on our employees' social media profiles extends the reach of our social content, promotes collaboration and allows participants to receive access to digital training.
| LinkedIn: | Instagram: | Facebook: | Twitter: |
|---|---|---|---|
| 75M | 11M | 9.5M | 5.6M |
One of the most valuable sources of content for Meliá to enhance the presence of hotels in social media is the actual experience of our customers. Their participation and interaction in social media extends and amplifies our content in a truly authentic way. This excellent feedback is managed through a platform called Flowics.
The platform allows the intelligent collection of user-generated content from their social media profiles, automating the permission management process, and allowing us to use the content in several online formats (website widgets, banners, email marketing, etc. ) and offline supports (TV screens, M Style magazine and large-format screens) as well as supplying us with analytical data from these applications.
| Social Media | CEO PROFILE | |
|---|---|---|
| SOCIAL CEO #ASKCEOMELIA | INFLUENCER MARKETING | TWITTER +66.7% |
| Followers | ||
| The social media profile of our most impor tant ambassador, our Executive Vice President & CEO, Gabriel Escarrer, was a fundamental milestone in our digital transformation, as well as an event that did not go unnoticed in the |
Influencers are an essential group of people for Meliá. In 2019 we developed and consolidated a key part of our social media strategy: auto mation of the discovery, analysis, contact and management of our relationship with influenc |
1.2M Impressions |
| travel industry. | ers together with Traack, a strategic partner in | 16,666 |
| His participation, involvement and focus on | Influencer Marketing management. | Interactions |
| content have made him one of the leading CEOs in the industry with regard to influence in social media. |
The use of Traack has helped us improve selec tion, management and reporting in relation to the activity of the influencers with which we |
|
| In 2019, we increased the presence of our ex ecutives in social media by improving the com |
work. It has also allowed us to gather significant socio-demographic data on audiences, helping create greater affinity between our brand con |
+120.5% Followers |
| pany's digital reputation, the sense of pride and commitment of our employees, and the confidence of our audience in an increasing |
tent and the content of our influencer partners. | 28,826 Impressions |
| ly social context in which companies have to manage their reputation, image and presence. |
USER GENERATED CONTENT (UGC) | |
| One of the most valuable sources of content for Meliá to enhance the presence of hotels in |
21,054 Interactions |
|
| DRIVING INFLUENCE WITH OUR DIGITAL AMBASSADORS |
social media is the actual experience of our customers. Their participation and interaction |
|

| INFLUENCER MARKETING | ||||||
|---|---|---|---|---|---|---|
| +14% +93.38% |
+167% | +134.1% | 93% | |||
| Activation of Growth in total influencers engagement in partnerships |
Mentions by influencers |
Potential reach through partnerships with influencers |
of visits by new users coming from influencer profiles |
|||
| AMPLIFY | ||||||
| 300 | 74% | 25% | 48.525 | 101 M | 67,300 | 28 M |
| Employees Frequent involved users |
Users sharing at least 1 post per month |
Posts shared by digital ambassadors |
Total reach of shared content |
Applications | Impressions of job offers on |
Applications Impressions of job offers on
Hotel and brand profiles in different social media

Total community of followers on social media
European traffic to melia.com from social media

(+13.2% vs 2018)
* In 2019, we reached 2.1 billion users and had 2.7 billion
impressions through Facebook ** More than 151,000 hours of video were played
(+17.2% vs 2018)
on our YouTube channels

| 0.3% | 8.8% | 4.2% | 15.7% | 34.3% | 62.9% | 19.9% |
|---|---|---|---|---|---|---|
| 6.1% | 0.8% | -0.5% | 7.4% | 2.3% | 3.5% | 11.3% |
| 7.8% | 4.9% | 17.5% | 48.3% | 160.3% | 258.0% | 198% |
| 12.3% | 3.6% | 4.9% | 42.8% | 6.9% | 3.8% | 8.7% |

Information security incidents are currently one of the biggest risks to which companies are exposed. This is reflected in our most recent materiality analysis, in which cyber security was considered the most relevant material issue for our stakeholders. At Meliá, we focus on strengthening information security mechanisms and protocols through policies, standards, procedures and employee training.
Training in cyber security, PCI and GDPR is focused on raising awareness about the different types of attacks and preventing risk, as well as promoting a culture of security in the company that will lay the foundations for the protection of both our confidential information and our customers, suppliers and other stakeholders.
In line with the Meliá commitment to address security risks, we have a strong regulatory system based on the Information Security Policy, the Privacy Policy and Security and Privacy Regulations.
Within the IT area, security is a company-wide issue covering different operational areas to guarantee effective risk management while taking into account the sensitivity and criticality of each different environment.
There are also key risk indicators (KRIs) for the most significant security issues which help define and implement action plans to reduce or eliminate the threats identified.

3,835 Employees trained in cybersecurity

1,701 Employees trained in GDPR

Personal data protection

Secure and responsible processing of credit card data and payment methods

Unauthorised installation or use of IT assets that may undermine intellectual and industrial property

Computer damage

Business continuity

Rights regarding privacy and unauthorised access
When we sign contracts with suppliers, we carry out an analysis of security requirements based on their access to data and/or technological environments which focuses on ensuring compliance with the Meliá regulatory framework. We have also implemented a technological risk management framework with third parties to ensure visibility and allow the verification of the security of information and technological environments within the entire supply chain.
Cloud solutions comply with all the required security measures to guarantee technological alignment with data security, risk management and regulatory compliance.
Across the whole company, starting with the most critical areas, safety reviews of the different solutions are carried out in order to regularly and systematically evaluate the alignment of security controls in each environment, measure the risks detected, and define and implement action plans.
As part of the company commitment to safeguard and correctly manage credit card information, in 2019 we guaranteed PCI DSS certification of the booking environment for the ninth consecutive year. Similarly, best practices in security are also applied to ensure proper use in the different means of payment offered to customers.


Governance Model and Structure
Board of Directors
Compensation Policy
Milestones and Challenges
The Meliá Governance Model operates under principles of transparency, ethics, diligence and the separation of functions between managerial bodies, both in decision making and in implementation, control and monitoring.
Having a framework for adopting and implementing hierarchical, transparent and clearly defined decisions strengthens the company's vision in the medium and long term, ensuring business sustainability, compliance with the expectations of our stakeholders and the creation of both economic and social value based on commitment and our corporate values: service vocation, excellence, innovation, openness and integrity.

| € 45,940,000 | 229,700,000 | 229,700,000 | 300 | 76.83% | 18 June 2019 | ||
|---|---|---|---|---|---|---|---|
| Shareholder equity |
Ordinary shares |
Number of votes |
Minimum shares to attend meeting |
Meeting quorum 2019 |
Date |
The Ordinary General Shareholders' Meeting of June 18, 2019 adopted the following agreements:
All agreements were adopted by a large majority of votes in favour, in all cases exceeding 97% of the share capital in attendance.
In spite of the fact that the company's floating capital is lower than 45% (approx.), it should be noted that the quorum for the General Shareholders' Meeting was 76.83% of the share capital with voting rights.
Includes attendance in person and by proxy.
Includes face-to-face meetings, meetings in writing and unscheduled meetings.

GRI 102-23; GRI 102-24; GRI 102-26; GRI 102-27; GRI 102-28
| Board member | Position | Age | Independent | Proprietary | Appointments and Remuneration Committee |
Audit and Compliance Committee |
Participation in share capital (%) |
Date of first appointment |
Board membership of other listed companies |
|---|---|---|---|---|---|---|---|---|---|
| Mr. Gabriel Escarrer Juliá | Non-Executive Chairman |
84 | X | 5.025% | 07/02/1996 | N/A | |||
| Mr. Gabriel Escarrer Jaume | Executive Vice President and CEO |
48 | X | N/A | 07/04/1999 | N/A | |||
| Mr. Sebastián Escarrer Jaume | Member | 53 | X | N/A | 07/02/1996 | N/A | |||
| Hoteles Mallorquines Consolidados, S.L. (Rep. Ms. Maria Antonia Escarrer Jaume) |
Member | 56 | X | X | 23.379% | 23/10/2000 | N/A | ||
| Hoteles Mallorquines Asociados, S.L. (Rep. Mr. Alfredo Pastor Bodmer) |
Member | 75 | X | 13.206% | 18/06/2019 | N/A | |||
| Mr. Juan Arena de la Mora | Member | 73 | X | X | X | 0.0004% | 31/03/2009 | N/A | |
| Mr. Fernando D'Ornellas Silva | Coordinating Director |
62 | X | X | X | N/A | 13/06/2012 | Prosegur, S.A | |
| Ms. Carina Szpilka Lázaro | Member | 51 | X | X | N/A | 25/02/2016 | Grifols, S.A. | ||
| Mr. Francisco Javier Campo García |
Member | 64 | X | X | N/A | 13/06/2012 | Bankia, S.A. | ||
| Mr. Luis María Díaz de Bustamante y Terminel |
Secretary | 67 | X | X | 0.0001% | 30/11/2010 | N/A | ||
| Ms. Cristina Henríquez de Luna Basagoiti |
Member | 53 | X | N/A | 18/06/2019 | Applus Services, S.A. |
In 2019, the Appointments and Remuneration Committee agreed to carry out a self-assessment in order to create a competencies matrix for the Board of Directors. This process began as part of the self-assessment of Board members in November 2019 and the results were presented at the February 2020 meeting of the Board of Directors. The new matrix will be published in the first half of 2020.
Without prejudice to the above, a consolidated version of the competencies matrix is included below:
| Experience | Committees | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Board Members | Since | A&C | N&R | |||||||
| Mr. Gabriel Escarrer Julia Non-Executive Chairman and External Proprietary Director See CV |
1996 | |||||||||
| Mr. Gabriel Escarrer Jaume Vice President and CEO See CV |
1999 | |||||||||
| Mr. Sebastián Escarrer Jaume External Proprietary Director See CV |
1996 | |||||||||
| Ms. Cristina Henríquez de Luna Basagoiti External Independent Director See CV |
2019 | |||||||||
| Hoteles Mallorquines Consolidados, S.L. External Proprietary Director Representative: Ms. Maria Antonia Escarrer Jaume See CV |
2000 | S | ||||||||
| Hoteles Mallorquines Asociados, S.L. External Proprietary Director Representative: Mr. Alfredo Pastor Bodmer See CV |
2019 | |||||||||
| Mr. Juan Arena de la Mora External Independent Director See CV |
2009 | S | ||||||||
| Mr. Francisco Javier Campo García External Independent Director See CV |
2012 | S | P | |||||||
| Mr. Fernando D'Ornellas Silva External Independent Director Coordinating Director See CV |
2012 | P | S | |||||||
| Mr. Luis Mª Díaz de Bustamante y Terminel Secretary and Independent External Director See CV |
2010 | S | ||||||||
| Ms. Carina Szpilka Lázaro External Independent Director See CV |
2016 | S |
| A&C | AUDIT AND COMPLIANCE | LEADERSHIP | INDUSTRY |
|---|---|---|---|
| N&R | APPOINTMENTS AND REMUNERATION | HOTELS | PEOPLE |
| V | MEMBER | BANKING & FINANCE | LEGAL |
| P | PRESIDENT | TECHNOLOGY | RETAIL & MASS CONSUMPTION |
GRI 102-28
A calendar of meeting with their dates and the issues to be dealt with at each of the them for the following fiscal year is prepared every year by the Board of Directors in coordination with the Delegate Committees. The following are the main issues dealt with by the Board in 2019:
The Board of Directors conducts an annual assessment of the operation and composition of the Board and Board Committees through a process approved and implemented by the Appointments and Remuneration Committee. The report on the results of the assessment was presented to the Board of Directors at the February 2020 meeting.
In relation to recommendation number 36 of the Unified Code of Good Governance for Listed Companies, no support was received in 2019 from external consultants due to the fact that their advice was already received in the 2017 assessment. In this regard, the company expects to have the support of an external consultant for next year's assessment.
A new feature with regard to previous years is that the assessment of the new Board competencies matrix has been included in the 2019 process.
In 2019 a review of the functions and competencies of the two committees of the Board of Directors was carried out, modifying articles 14 and 15 of the Board Regulations.
| 4 | 1 | 1 | 3 | 4 | Independent Director |
94% |
|---|---|---|---|---|---|---|
| Members | Women | External proprietary directors |
External independent directors |
Meetings 2019 |
President | Attendance in person |
The Appointments, Remuneration and Corporate Social Responsibility Committee is responsible, among other things, for preparing proposals for the appointment and re-election of Directors and senior executives, as well as their remuneration and the basic conditions of their contracts. The committee also reports on transactions that involve or may involve conflicts of interest, and leads the periodic assessment of the structure, size, composition and performance of the Board of Directors and the Committees, making the recommendations it deems necessary and convenient in each case.
On the other hand, the Appointments, Remuneration and Corporate Social Responsibility Committee is the highest governance body in the company with functions and responsibilities in the areas of Corporate Responsibility and Diversity, including monitoring strategy and practices in both matters, assessment of compliance with environmental, social, reputational, recognition and visibility objectives, as well as the coordination and verification of the reporting process for non-financial information.

Among other functions, the Audit and Compliance Committee supports the Board of Directors in monitoring the effectiveness of the company's internal control and risk management systems, acting as a communication channel with internal and external auditors. It also monitors the preparation and presentation of financial and non-financial information to the Board of Directors, as well as compliance with legal provisions and internal regulations.
The SET (Senior Executive Team) is the collegiate body that drives the day-to-day management of the business and the critical and continuous review of the business, ensuring compliance with the objectives defined by the Board of Directors and supporting the CEO in his management of the company.
The SET's key objectives are the day-to-day management of the business, ensuring the sustainable growth of its activity and the creation of value for shareholders, promoting the projects attributed to them, defining priorities and allocating the required resources while ensuring they achieve the objectives defined.
The SET is also responsible for providing the Board of Directors with updated, objective and sufficient information to allow the Board to carry out its supervisory functions.
To strengthen the company's Governance Model, the Board of Directors has approved and updated several policies and regulations to improve transparency and ensure solid governance aligned with the requirements of our stakeholders.
In 2019 the following Policies and Regulations were updated:
| Stakeholders | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Policies | Year approved |
Link | Description | |||||||
| Fiscal Strategy Policy | 2018 | See | This defines the principles and guidelines for the company's perfor mance within the framework of its fiscal strategy |
|||||||
| Human Rights Policy | 2018 | See | This single document contains all the principles, guidelines and com mitments that Meliá has assumed throughout its history regarding the protection and defence of human rights |
|||||||
| Philanthropy Policy | 2018 | See | This defines the principles of Meliá and its Group in relation to social or philanthropic activities |
|||||||
| Stakeholder Relationship Policy | 2018 | See | This defines the principles and guidelines that should govern relation ships between Meliá and its Group with the different stakeholders with which they interact |
|||||||
| Privacy policy | 2018 | See | This defines the guidelines to be followed by Meliá and its Group in its own activities with regard to the generation, collection, treatment, stor age and/or deletion of information |
|||||||
| Procurement and Responsible Services Contracting Policy |
2018 | See | This defines the global guidelines and principles to be applied in the company's relationships with suppliers of goods or services |
|||||||
| Occupational Health and Safety Policy |
2018 | See | This contains the objectives and commitments of Meliá with regard to the prevention of risk in the workplace |
|||||||
| Anti-Corruption Policy | 2017 | See | This defines the principles that must govern the actions of all company executives and employees in order to prevent, that, according to ap plicable regulations, may detect, denounce and rectify any actions be considered corrupt or criminal |
|||||||
| Environmental Policy | 2017 | See | This defines the guidelines to be followed by Meliá and its Group in its activities, paying special attention to environmental issues and efficient, responsible and sustainable management. |
|||||||
| Human Resources Policy | 2019 | See | This defines the basic principles regarding respect for the labour rights of employees, the assurance of a satisfactory work environment, the prevention of occupational risk and talent management at the service of personal development |
|||||||
| Corporate Responsibility Policy | 2017 | See | This defines the general principles that ensure an ethical, responsible and sustainable management model |
|||||||
| Data Security Policy | 2017 | See | This defines the information security framework for the activities of Meliá and its Group |
|||||||
| Director Remuneration Policy | 2019 | See | This defines the principles, criteria and competencies regarding the re muneration of members of the Board of Directors, including executive directors. |
|||||||
| Director Selection Policy | 2017 | See | This defines the principles that must govern procedures for the selec tion and proposal of appointments, ratification and re-election of mem bers of the Board of Directors of Meliá |
|||||||
| Risk Control, Analysis and Assessment Policy |
2017 | See | This defines the basic principles that govern risk management and the general framework for the control, analysis and assessment of possible risks, including tax risks, faced by Meliá and its Group. |
|||||||
| Corporate Governance Policy | 2017 | See | This defines the principles of corporate governance for Meliá and its Group to ensure the organisation has a governance model that in com pliance with the pertinent regulations and recommendations, guaran tees the proper segregation of duties, coordination, monitoring and control |
|||||||
| Communication Policy with Shareholders, Institutional Investors and Voting Advisors |
2017 | See | This defines the principles that must govern Meliá's communication procedures with shareholders and investors and, insofar as is applica ble, with other interested parties, such as financial analysts and proxy advisors, among others |
|||||||
| Sales Policy | 2017 | See | This defines the guidelines that should govern sales contracting pro cesses with third parties (customers, tour operators, travel agencies, etc.) by Meliá and its Group, as well as the guidelines to be respected in our relationship with our customers, our competitors and/or the travel industry |
|||||||
| Treasury Stock Policy | 2012 | This defines the general framework to be respected when carrying out any operation that affects Meliá treasury stock, including the purchase and sale of shares by the company or any of the Group companies |
||||||||
| Joint Venture Policy | 2017 | See | This defines the principles to govern the relationships of Meliá and its Group with its different partners |
|||||||
| Marketing, Advertising and Communication Policy |
2017 | See | This contains the guidelines and principles regarding Meliá's communi cation with its different stakeholders |
|||||||
| Compliance Policy | 2018 | See | This defines the principles and commitments with regard to regulatory compliance |
|||||||
| Investment and Financing Policy | 2019 | See | This defines the principles to govern investment and financing projects of Meliá and its Group, in order to optimise the company's financial re sources and maximise the value of the company, defining the general guidelines and criteria for the selection of investments |
|||||||
| Shareholders & Investors |
Suppliers | Partners & Owners Institutions |
||||||||
| Shareholders | Employees | Local Communities |
On a recurring basis, the Board and the Committees monitor the recommendations in the CNMV Unified Code of Good Governance, as well as the Technical Guidelines published by the CNMV for the Board Committees, in addition to other sources such as the Spencer Stuart Index for Boards of Directors or the Corporate Sustainability Assessment of S&P Global.
In 2019, and after the publication of the Technical Guidelines 1/2019 by the CNMV for the Appointments and Remuneration Committee, the Committee analysed the recommendations and best practices applicable to the company, the details of which are included in the Activities Report by the Committee.
In relation to the recommendations of the Unified Code of Good Governance, the evolution in compliance over the last two years is indicated below:
| 2019 | 2018 | 2017 | |
|---|---|---|---|
| COMPLIANT | 75.00% | 67.19% | 70.31% |
| EXPLAIN | 3.13% | 7.81% | 9.38% |
| N/A | 17.19% | 17.19% | 14.06% |
| PARTIALLY COMPLIANT | 4.69% | 7.81% | 6.25% |
| TOTAL | 100.00% |
GRI 102-35, GRI 102-36; GRI 102-38
The remuneration of the Board of Directors of Meliá Hotels International, S.A. is based on the Remuneration Policy, best practices in the market, and the pertinent applicable regulations and recommendations including, where appropriate, remuneration surveys prepared by external advisors.
The Remuneration Policy of the Board of Directors for 2019 to 2021 was approved by the General Shareholders' Meeting held on June 6, 2018 and amended by the Ordinary General Meeting held on June 11, 2019, in order to include the regulation regarding the inclusion of a clawback clause in the variable remuneration of the CEO.
In the same General Shareholders' Meeting, the remuneration of Directors in 2018 (Annual Remuneration Report) was approved with 97.28% of votes in favour.
Approval Annual Remuneration Report AGM 2017
Approval Annual Remuneration Report AGM 2018

Approval Annual Remuneration Report AGM 2019
During preparation of the Annual Remuneration Report for 2019, the recommendations received from proxy advisors were taken into account during the preparation of the General Shareholders' Meeting (Glass Lewis and ISS), as well as certain aspects included in the Draft Law that modifies the Corporate Enterprises Act, as it reinforces obligations regarding transparency in both the Annual Remuneration Report and the Remuneration Policy.
In accordance with the provisions of article 15 of the Regulations of the Board of Directors, the Appointments, Remuneration and Corporate Social Responsibility Committee is the body that holds powers in terms of remuneration policy, being responsible for (i) proposing to the Board of Directors the criteria and conditions of the Remuneration Policy and (ii) ensuring the transparency of the same. The Board of Directors is responsible for approving the Remuneration Policy and proposing its approval to the General Shareholders' Meeting.
The remuneration model for the Board of Directors for 2019, as defined in the aforementioned Remuneration Policy, is structured as follows:
| Concepts | Executive Directors | Non-Executive Directors | ||
|---|---|---|---|---|
| Fixed Remuneration | €761,088 / year | €21,636.46 / year | ||
| Attendance allowances | €5,409.11 / Board session | €5,409.11 / Board session €3,000 / Committee session €3,000 extra / Committee Chairman per session €6,000 extra / Secretary to the Board per session |
||
| Short-term variable remuneration | 60% of fixed remuneration | N/A | ||
| Variable long-term remuneration | One year's fixed salary as a target | N/A | ||
| Long-term savings systems | €76,108.80 annual contribution | N/A |
The following are the components of the short-term variable remuneration of the CEO:

| 2018 | 2019 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Data in €k | Salaries | Fixed remuneration Allowances |
Short-term variable remuneration |
Long-term variable remuneration |
Total | Salaries | Fixed remuneration Allowances |
Short-term variable remuneration |
Long-term variable remuneration |
Total | ||
| CEO | 761 | 22 | 32 | 481 | N/A | 1,296 | 761 | 22 | 32 | 434 | 1,251 | 2,500 |
| NON-EXECUTIVE DIRECTORS |
N/A | 216 | 560 | N/A | N/A | 776 | N/A | 237 | 608 | N/A | N/A | 845 |
| SENIOR EXECUTIVES |
N/A | 1,819 | N/A | 650 | N/A | 2,469 | N/A | 1,930 | N/A | 679 | 2,229 | 4,838 |
| TOTALS | 761 | 2,057 | 592 | 1,131 | 4,541 | 761 | 2,189 | 640 | 1,113 | 3,480 | 8,183 |
In 2019, the difference between the annual remuneration of the Executive Vice President & CEO and the average remuneration in the consolidated perimeter was a multiple of 61.85. The average remuneration for Directors and Senior Executives (including the Internal Auditor) is €118,728 for women and €198,587 for men.
The remuneration policy for Directors applicable from 2019 to 2021 was approved by the General Shareholders' Meeting held on June 6, 2018, with 96.329% of votes in favour.
The detail of the remuneration received by the Board of Directors in 2019, as well as the process and criteria for its determination, as well as information on the involvement of stakeholders, can be found in the Annual Remuneration Report and the Integrated Annual Report 2018.
With the new appointments this year, 27.27% of the members of the Board of Directors are now women. Despite being below the CNMV recommendation (30%), Meliá Hotels International is above the average for the IBEX 35 (23.9%).
The appointment of the new independent external director (Ms. Cristina Henríquez de Luna) also meant an increase in the number of independent directors, from 45% in 2018 to 54.5% in 2019.
Similarly, the average period spent (rotation) as a member of the Board of Directors was reduced from 13.2 years in 2018 to 11 years on average in 2019.
Following the changes in the composition of the Board, the Audit and Compliance Committee is now made up entirely of independent directors in 2019.
In 2019 the functions of the Board Committees were reviewed and updated, modifying the Regulations of the Board of Directors. The introduction of functions in regard to corporate responsibility and diversity in the Appointments, Remuneration and Corporate Social Responsibility Committee (art. 15.2 of the Board Regulations) should be noted.
At the date of publication of this report, the Appointments, Remuneration and Corporate Social Responsibility Committee has agreed to propose a change of denomination, taking into account the functions explicitly defined in the change to the Board Regulations, becoming known as "Appointments, Remuneration and Corporate Social Responsibility Committee".
Following the recommendations of the CNMV Unified Code of Good Governance (recommendation No. 63), as well as best practices in the market, the Remuneration Policy and the CEO service contract have been modified, including the clawback clause regulation.
Also, the objectives linked to the short-term variable remuneration of the CEO now include non-financial parameters linked to the achievement of ESG objectives.
Within the new regulations on the digital rights of workers, the Human Resources Policy was modified to include regulations on the right to digital disconnection.
Continue to increase the number of women on the Board of Directors, with the objective of reaching a third (33%) of members, as defined in the Director Selection Policy and in compliance with CNMV recommendation.
Work on Board Refreshment through the implementation of diversity policies and the development of a competencies matrix to identify the skills and aptitudes required on the Board of Directors.
Strengthen the inclusion of ESG criteria in decision-making through raising awareness and training the Board of Directors.
Implement measures derived from the transposition of Directive 2017/828 of the European Parliament and of the meeting of May 17, 2017, amending Directive 2007/36/EC with regard to the promotion of the long-term involvement of shareholders in the next General Shareholders' Meeting.
Further to the inclusion of the clawback clause in the CEO's service contract, to implement said clause in the variable remuneration of our senior management. Along the same lines, approve a remuneration policy for senior management.


Risk management
Ethics & Compliance
Data privacy
E Meliá Hotels International has implemented a comprehensive risk management system considered a best practice in the industry according to the latest Corporate Sustainability Assessment made by the sustainable investment agency SAM (S&P Global). In addition to this, we constantly strive to foster a culture of control and risk management that provides confidence and transparency in our activities.
Our Risk Control Policy, approved by the Board of Directors and last updated in 2017, defines the basic principles and general framework for risk management. This Policy is further developed through Internal Regulations that define the rules, guidelines and criteria to be
implemented in the Risk Management System to ensure its alignment with strategy.
Risk management is an activity that affects the entire company and is ultimately the responsibility of the Board of Directors and the Executive Committee, thus ensuring that all organisational units are involved and committed to risk management.
The company follows the Three Lines of Defence model to ensure effective risk management and control. According to this model:
Best in Class 88/100 SAM CSA 2019

reporting, especially to the Executive Committee and Governing Bodies
The Meliá Risk Management Model aims to ensure that the main risks that could affect the company's strategy and objectives are identified, analysed and assessed based on standardised criteria, and are managed and controlled systematically.
It is a company-wide model in which all the areas of the company are involved, and is aligned with the integrated framework of COSO Corporate Risk Management.

Secretary and Independent Director
The Risk Control Policy defines tolerance levels for the different risk categories.
In addition to these categories, the company uses other risk classifications to gather information and appropriately manage and monitor certain types of risk. In this sense, we may also consider:
The volatility, uncertainty and complexity of the current environment, together with other factors such as our operations in different countries, industries and markets, exposes us to new risks that are more difficult to anticipate and to quantify their impact or effect.
We consider these to be emerging risks and the company regularly analyses and monitors them in order to anticipate them as far as possible and/or ensure appropriate preparation to face them should they occur.
These emerging risks are linked to certain global changes such as:
4 Geopolitical changes and trends which involve political crises (Brexit, independence campaigns, radicalisation, terrorism, etc.), regulatory changes, trade wars, economic bubbles or general economic uncertainty.
The company constantly monitors and analyses available information to identify cause-effect relationships with other types of risks and the effect they have had on the business when they have happened in the past, and also to define protocols and mechanisms to be implemented to mitigate the negative effect they could have on the business if they happened in the future.
Of the 103 risks identified globally, two categories have been created to define those linked to ESG criteria (Environmental, Social & Governance) and those that have a potential impact on the commitments in our Human Rights Policy.

Any business or activity involves a series of risks. The Meliá Hotels International Risk Management model allows each organisational unit to identify and assess the risks it faces using a standard rating scale.
A total of 82 Directors were involved in updating the Group's Risk Map, and a total of 95 Maps were created.


Risks TOP 20 All 2017 2018 2019

Once the key risks to the company have been identified and prioritised, responsibilities are then assigned and the different teams begin work on identifying and defining actions and projects to mitigate the risks. The following are the key risks, as well as (schematically) the controls and actions the company has in place to mitigate them:
| Category | Subcategory | Key Risks | Trend | Management and control measures |
|---|---|---|---|---|
| Global | Geopolitical risks | • Terrorism • Crisis or political insecurity in countries with operations • Wars, uprisings or rebellions |
Continuity and development of actions defined in previous years: |
|
| Economic uncertainty |
• Economic uncertainty or crisis at national or international level |
• Emergency crisis plans • Crisis Management Protocol according to the nature of the situation |
||
| Catastrophes or natural disasters |
• Hurricanes, earthquakes, volcanoes • Adverse effects of climate change |
|||
| Operations | Competition | • Increase in competition including illegal competition. Emergence of new competitors • Growth of collaborative platforms • Possible loss of leadership in certain areas |
• Strategic Planning Committee to define, monitoring and control strategy • Constant analysis of the industry, competition and market trends to adapt products and services to customer needs |
|
| Portfolio distribution |
• Concentration of hotels in certain areas • Dependence on certain regions / markets / segments |
• Expansion Committee for the approval, control and monitoring of projects. The expansion plan is focused, among other things, on retaining balance in the portfolio based on the objectives defined |
||
| Reputation and brand |
• Deterioration or damage to corporate or product brand • Lack of brand recognition |
• Existence of a brand strategy developed by the Brand Strategy and Brand Management departments • Constant monitoring of the media to detect potentially harmful information • Creation of appropriate channels for fluid, direct and transparent communication with stakeholders |
||
| Operational | Talent and human resources |
• Loss of key personnel • Difficulty attracting or capturing talent • Insufficiency of qualified personnel • Certain dependence on key personnel in some positions • Organisational structure |
• Talent pools • eMelia online training platform • Global Employee Portal • Strengthening of the employer brand • Organisational analysis and capacity mapping to adapt structure to our strategic priorities • Constant implementation of measures to enhance work-family balance • Social benefits, adapted to the reality of each country |
|
| Expansion risks | • Need for resource and capacity to keep up with the pace • Appropriate choice of areas, countries and partners • Competitiveness of the Management Model • Hotel management culture |
• Expansion Committee for the approval, control and monitoring of projects • Creation of a risk analysis for each project |
||
| Information | Systems and information |
• Diversity of systems and information sources • Reporting model • Non-financial information |
• Strategic Digitalisation Plan | |
| Emerging technology risks |
• Protection and security of information • Cybercrime • Cloud storage services |
Continuity and development of the actions defined in previous years: • Strategic Digitalisation Plan • Standardisation of management systems • Cyber attack prevention plan • Training and awareness in cybersecurity • Annual Internal Audit Plan • Project to enhance the reporting process |
||
| Compliance | Legal or regulatory risks |
• Legislative or regulatory changes • Excessive complexity and regulatory dispersion • Litigation |
• Regulatory body that includes Code of Ethics, policies and internal regulations • Complaints channel for both employees and suppliers • Crime Prevention and Detection Model certified under UNE 19601 standard • Data Protection Office that ensures compliance with the GDPR • Constant monitoring and analysis of regulatory changes. Continuous collaborative relationship with regulatory bodies and public administration • Map of legal advisors. Relations with prestigious external consultants, according to needs |
|
| Financial | Exchange rate | • Exchange rate risk | • Financing in operating currency of the business | |
| Profitability and investment |
• Investment process (execution, control and monitoring) • Profitability and viability of investments |
• Existence of an Investment Committee to define, monitor and control the investment plan • Integration of risk criteria in the annual investment plan |
NOTE: Identification of risks does not imply their materialisation during the year. Nevertheless, the Group works on implementing the mechanisms required for the management and control.
For more information, we recommend consulting section E. Control and Risk Management Systems in the Annual Corporate Governance Report 2019.
GRI 102-17; GRI 205-2
At the apex of the Meliá internal regulatory framework is our Code of Ethics, which was reviewed and updated in 2018. It contains all the principles and public commitments assumed by the company, as well as a series of principles on conduct that provide order and coherence to our values.
As stated in the Code of Ethics, one of Meliá Hotels International's global commitments is to "comply with applicable national and international legislation and regulatory obligations". Integrity is therefore one of our most fundamental principles and we are committed to doing business in a legal, fair and honest way, while expecting the same from our business partners.
The Code of Ethics is a framework to guide the conduct of Meliá employees which is the basis for the company's internal regulations. All employees must adhere to and assume the content of the Code to ensure the incorporation of Meliá principles, values and commitments on a day-to-day basis. It is expressly designed to guide the ethical relations and commitments which, as a Company, we have undertaken with our stakeholders.
The Code of Ethics is available in several languages on the employee portal and on the Meliá corporate website.
| CODE OF ETHICS OFFICE | COMPLAINTS CHANNEL | ETHICS COMMITTEE | |
|---|---|---|---|
| MISSION | Acts as a Coordinating Committee for all activities that take place regarding the Code of Ethics. It is a channelling body which represents all the areas involved in the monitoring, implementation and operation of the Code. |
Main communication tool for complaints related to observance of the Code of Ethics, current legislation, any issues relating to regulatory non-compliance and situations or events that could require the attention of senior management. |
An independent collegiate body entrusted with managing and resolving complaints |
| DESCRIPTION | • Interpret and resolve doubts • Make timely updates • Provide support to all areas • Offer constant advice |
• Guarantees the objectivity and privacy of the complaints received, the reception and safeguarding of which is man aged by an independent third party • Complaints come directly to the President of the Audit and Compliance Committee and to the Compliance Officer |
• Ensure the correct implemen tation and operation of the Complaints Channel • Manage all complaints re ceived following the defined procedure, responding to the parties involved, and manag ing the appropriate corrective measures • Guarantee confidentiality • Analyse complaints, classifying them by relevance and type, and providing regular reports to the Audit and Compliance Committee. |
The Ethics Committee has a regulation that defines the rules for the constitution, organisation and operation of the Ethics Committee itself and also defines its powers, functions, and the way the committee should proceed in making decisions. This Regulation was updated and approved by the Audit and Compliance Committee in July 2019.
The operation of the Complaints Channel is governed by the Complaints Channel Regulation, updated and approved by the Audit and Compliance Committee in July 2019. Among other aspects it defines the types of behaviour
or irregularities that may be reported through the Channel, as well as the methods and mechanisms available to lodge complaints (post, employee portal or corporate website).

OPERATION OF THE COMPLAINTS CHANNEL


In order to raise awareness about the Employee Complaints Channel, in 2019 the company launched a campaign to communicate:
In 2018 Meliá approved the Supplier Code of Ethics which is now available on the corporate website. Like the company's own Code of Ethics, it aims to act as an instrument that brings together certain principles and values that the company aspires to be shared by all its suppliers.
This Code defines Meliá's commitments to its suppliers and also the commitments Meliá expects suppliers to make in areas such as:
To enhance the operation of the Supplier Code of Ethics, Meliá has also made a specific Complaints Channel available to suppliers to report any behaviour that breaches the Code.
This Complaints Channel has the same operational model as the employee channel and its own Regulations (updated and approved by the Audit and Compliance Committee in July 2019).
The company's Compliance Policy, approved by the Board of Directors in 2018, defines the principles with regard to regulatory compliance.
The most important aspects that ensure the appropriate implementation of the Compliance Model are:
4 The Board of Directors, through the Audit and Compliance Committee, is responsible, among other things, for implementing and monitoring the company's internal control systems and supervision of their effectiveness
As a further development of the principles in the Compliance Policy, Meliá has prepared a rigorous Crime Prevention and Detection Model which, among other aspects, includes:
The Model is regularly updated, and at least once a year, to adapt to the evolution of the business, organisational changes that may affect it, and updates to regulations or new regulations.
In 2019, the company Crime Prevention and Detection Model was audited by AENOR. As a result of the audit, the company obtained certification that its Criminal Compliance Management System complies with the UNE 19601:2017 standard.
One of the Criminal Risks to which the company is exposed is corruption. Meliá has an Anti-Corruption Policy, approved by the Board of Directors in 2017. The policy is available on our corporate website and employee portal, and includes the following commitments:
85 controls have been identified with regard to corruption, and included in our Crime Prevention and Detection Model. They are all assessed annually as part of the verification system mentioned above.
The company also has a Hotel Internal Administration and Control Regulation (available on the employee portal) in which the accounts payable and treasury sections provide clear guidelines for avoiding corruption and fraud, among other things, in processes such as:
Due to the currency exchange activity carried out in several hotels, the company is considered an obliged subject according to the Prevention of Money Laundering and Terrorist Financing Act.
Meliá therefore has a Money Laundering Manual (available on the employee portal) which, among other things, defines the due diligence procedures to be applied in hotels that offer currency exchange services.
As stated in the Manual, there is also a collegiate Internal Control Body that is ultimately responsible for the application of internal control procedures to prevent money laundering in the currency exchange activity.
48 controls have been identified with regard to Money Laundering and included in our Crime Prevention and Detection Model. They are all assessed annually as part of the verification system mentioned above.
In addition to control and monitoring carried out by the Risk Control & Compliance Department, as a third line of defence, the reviews made by the Internal Audit Department include both the Crime Prevention and Detection Model and the Internal Controls Over Financial Reporting (CIOFR), reviewing the appropriate implementation of the controls they contain. It therefore also audits the controls related to corruption and money laundering, and reviews the correct implementation in the business and corporate offices of the policies, standards and other manuals, processes and procedures, including those indicated above.
The Internal Audit Department carried out a total of 247 audits in 2019, with a global and company-wide reach in all the regions, areas and businesses within the Group. The audits detected no practices that may expose Meliá Hotels International to a crime of corruption or fraud.
At the end of 2018, a mandatory global internal training programme was launched for all corporate personnel, as well as Hotel General Managers, Assistant Managers and Heads of Department in hotels. It had 3 modules:
In addition to the content of each of the modules, all of them include an introductory video, supporting infographics and a test that has to be passed to complete the course.
At the end of 2019, more than 3,800 employees had taken the course or were currently taking it. By category, around 85% of the company's management team have now completed the training or are currently taking it.
In order to raise awareness and in line with current best practices in compliance, in 2019 Meliá became a member of the Spanish Compliance Association (ASCOM), taking part in its criminal compliance workgroup. During the year, the Meliá Compliance Officer also became a member of the Board of Directors of the Institute of Compliance Officials.
Our industry leadership leads us to play an active role in several organisations and institutions to which we also allocate resources to allow constant improvement, knowledge and experience sharing and to enhance our influence, among other things. Sharing and making public our contribution is, among other things, consistent with our Philanthropy Policy and Code of Ethics, and also allows us to provide a direct response to our stakeholders in terms of business ethics, transparency and compliance.


| Organisation name | Contribution (€) |
|---|---|
| Official Spanish Chamber of Com merce, Industry, Services and Shipping |
75,000 |
| Exceltur | 27,000 |
| World Travel & Tourism Council (WTTC) |
37,208 |
* The list of 2019 organisations can be found in the Annexes.
| Subject | Contribution (€) |
|---|---|
| Sustainable tourism | 139,061 |
| Promotion of employment | 94,121 |

Meliá Hotels International has a privacy management system implemented worldwide. Responsibility for the protection of personal data lies with the Data Protection Office, which reports functionally to the Risk Control & Compliance area, which in turn reports to the Audit and Compliance Committee.
In order to ensure compliance with privacy requirements, the Data Protection Office meets regularly, with meetings attended by representatives of the different corporate areas that are directly involved in the monitoring and control of personal data protection, and by representatives of the business areas affected depending on needs.
In order to minimise the impact of personal data losses or deterioration, as well as more easily detect and notify possible security breaches, the company has developed a incident notification, management and registration procedure which is available to all employees.
"At Meliá Hotels International we are fully committed to the privacy of our customers"
The Privacy Policy approved by the Board of Directors in 2018 guarantees to our customers and partners that we will comply at all times with applicable laws and regulations, with a special emphasis on the protection of data entrusted to the Group and protection of the privacy of our different stakeholders. It defines guiding principles on mandatory conduct throughout the company, laying the foundations for a consistent application of a culture of privacy based on principles of legality, transparency, loyalty, security and the exercise of the rights of the interested parties.
In addition to compliance with the General Data Protection Regulation applicable in Europe, the implementation of a privacy management system across the entire company also allows us to increase our personal data protection and management standards in all the other regions where we provide services and meet the most exacting of our stakeholders' expectations.
The Privacy Regulation approved by the Executive Committee in July 2019 defines the framework for action, the roles and responsibilities of the different people that have access to personal data processing, the principles to be applied in that processing, and the implementation of the appropriate minimum requirements to achieve the principles contained in the Privacy Policy. It also includes the specific guidelines to be followed for the appropriate management of the right of interested parties to exercise their rights, notification and management procedures for possible contingencies, and the monitoring and control mechanisms required to ensure the effective implementation of the Meliá privacy management system. The Regulation also has a chapter on non-compliance which aims to promote a philosophy of zero tolerance with regard to any conduct that may involve breaches of legislation, regulations or internal processes.
To prevent and detect possible breaches in personal data protection, the Annual Audit Plan 2019 included tasks related to the supervision of appropriate compliance with the privacy management system. On the other hand, the Crime Prevention Model also foresees verification of the appropriateness of controls related to internal regulations on Personal Data Protection.
The most relevant aspects that are reviewed in the Internal Audit were:
Over the year, a total of 59 internal audits were carried out in this area in different business units.
As stated in the privacy management system, one of the fundamental aspects is respect for and collaboration with the different authorities responsible for controlling privacy and supervising compliance with applicable legislation in the different regions where the company operates.
Thanks to the correct implementation of the management system, in 2019 no investigations were opened by any control authority, nor were any claims substantiated with regard to breaches of customer privacy.
In 2018 we focused on training and raising awareness in corporate areas and business units throughout Spain. In 2019, the reach of the training programme was extended to the assistant manager level in all business units worldwide and to general staff in the different company regions in Europe whose work means they may be involved in processing the personal data of customers and partners. At the end of the year, a total of 2,672 employees had received training in this area.
2,672 Employees trained in privacy protection

Global Indicators
Indicators by Region
Fiscal Transparency
Shareholder Value
| HOTEL BUSINESS INDICATORS | 2019 M€ |
2018 M€ |
% Change |
|---|---|---|---|
| Owned and Leased Hotels | 1,545.4 | 1,554.2 | -0.6% |
| Owned | 733.6 | 762.4 | |
| Leased | 811.8 | 791.8 | |
| Of which room revenue | 996.1 | 989.7 | 0.6% |
| Owned | 403.0 | 410.4 | |
| Leased | 593.1 | 579.3 | |
| EBITDAR | 405.6 | 426.9 | -5.0% |
| Owned | 177.1 | 210.5 | |
| Leased | 228.5 | 216.4 | |
| EBITDA | 385.2 | 407.6 | -5.5% |
| Owned | 177.1 | 210.5 | |
| Leased | 208.1 | 197.1 | |
| EBIT | 157.9 | 191.7 | -17.7% |
| Owned | 108.9 | 142.8 | |
| Leased | 49.0 | 49.0 |
| MANAGEMENT MODEL | 2019 M€ |
2018 M€ |
% Change |
|---|---|---|---|
| Revenue | 299.0 | 320.7 | -6.8% |
| Fees from third parties | 49.1 | 50.8 | |
| Fees from owned and leased hotels | 93.7 | 95.2 | |
| Other revenues | 156.2 | 174.8 | |
| EBITDA | 99.8 | 100.8 | -1.0% |
| EBIT | 94.0 | 92.4 |
| OTHER HOTEL REVENUES | 2019 M€ |
2018 M€ |
% Change |
|---|---|---|---|
| Revenue | 66.6 | 58.0 | 14.8% |
| EBITDAR | 6.1 | 3.9 | |
| EBITDA | 5.9 | 2.3 | |
| EBIT | 4.4 | 1.4 |
| OWNED & LEASED | OWNED, LEASED AND MANAGED | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Occupancy | ARR | RevPAR | Occupancy | ARR | RevPAR | ||||||||
| % | Change (pp) | € | Change (%) | € | Change (%) | % | Change (pp) | € | Change (%) | € | Change (%) | ||
| Total Hotels | 70.8% | -1.2 | € 122.8 | 2.3% | € 86.9 | 0.6% | 65.2% | -1.5 | € 105.8 | 1.6% | € 69.0 | -0.7% | |
| Total Hotels Comparable Basis |
73.2% | -0.7 | € 124.3 | 0.7% | € 91.1 | -0.3% | 66.8% | -0.6 | € 104.0 | -0.1% | € 69.4 | -0.9% | |
| Americas | 61.0% | -6.0 | € 119.0 | 2.5% | € 72.5 | -6.7% | 60.7% | -2.7 | € 108.8 | 2.7% | € 66.1 | -1.7% | |
| EMEA | 73.8% | 0.1 | € 139.5 | 1.5% | € 102.9 | 1.5% | 72.5% | -0.6 | € 141.0 | 2.0% | € 102.2 | 1.2% | |
| Spain | 73.2% | 0.1 | € 116.8 | 2.3% | € 85.5 | 2.4% | 71.7% | -0.2 | € 108.0 | 1.9% | € 77.5 | 1.7% | |
| Cuba | - | - | - | - | - | - | 50.7% | -5.2 | € 79.9 | -1.1% | € 40.5 | -10.3% | |
| Asia | - | - | - | - | - | - | 64.4% | 4.4 | € 73.8 | 1.5% | € 47.5 | 8.9% |
* Available rooms 2019: 11,465.5 vs. 11,455.7 in 2018 in O&L. 24,095.8 vs. 23,472.2 in 2018 in O&L&M
| OPERATIONAL PORTFOLIO | PIPELINE | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2020 | 2021 | 2022 | > 2022 | Total | |||||||||
| Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | ||
| Total HOTELS | 326 | 83,778 | 329 | 83,253 | 23 | 7,074 | 13 | 2,762 | 20 | 4,601 | 6 | 947 | 62 | 15,384 | |
| Managed | 128 | 38,509 | 129 | 37,556 | 16 | 4,700 | 9 | 2,171 | 19 | 4,491 | 4 | 750 | 48 | 12,112 | |
| Franchised | 47 | 10,048 | 47 | 9,714 | 2 | 1,083 | 3 | 468 | 1 | 110 | 0 | 0 | 6 | 1,661 | |
| Owned | 43 | 13,128 | 45 | 13,735 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Leased | 108 | 22,093 | 108 | 22,248 | 5 | 1,291 | 1 | 123 | 0 | 0 | 2 | 197 | 8 | 1,611 |

In 2018, we optimised our regional structure to ensure a model which is better aligned with our strategic vision and the future growth of the company. The first action involved the inclusion of Brazil within the corporate structure of the Americas region. The addition of Brazil to the Americas region under the responsibility of the VP America also saw the incorporation of LATAM (Colombia, Chile, Argentina, Peru, Venezuela, Panama, Uruguay and Brazil) in order to make the most of all the available resources and enhance speed and agility from both a global and regional perspective.
The reorganisation was completed in 2019 with the merger of the Mediterranean and Spain regions under the same management structure, further centralising responsibilities in Spain under a single Regional VP and encouraging an organisational structure which is closer to the hotels and hotel operations.
This process and the operational consolidation of all the hotels, regardless of their brand or management model, has been carried out under the following premises:
| HOTEL BUSINESS INDICATORS | 2019 M€ |
2018 M€ |
% Change |
|---|---|---|---|
| Owned and Leased Hotels | 770.8 | 770.7 | 0.0% |
| Owned | 267.3 | 276.4 | |
| Leased | 503.5 | 494.2 | |
| Of which room revenue | 542.1 | 538.8 | 0.6% |
| Owned | 180.6 | 182.2 | |
| Leased | 361.4 | 356.6 | |
| EBITDAR | 206.4 | 204.0 | 1.2% |
| Owned | 65.5 | 68.6 | |
| Leased | 140.9 | 135.4 | |
| EBITDA | 193.0 | 191.8 | 0.6% |
| Owned | 65.5 | 68.6 | |
| Leased | 127.5 | 123.3 | |
| EBIT | 67.8 | 70.7 | -4.1% |
| Owned | 40.1 | 41.8 | |
| Leased | 27.7 | 28.9 |
| 2019 M€ |
2018 M€ |
% Change |
|---|---|---|
| 73.6 | 85.6 | -14.0% |
| 24.8 | 24.7 | |
| 47.8 | 48.4 | |
| 0.9 | 12.5 | |
| OWNED & LEASED | OWNED, LEASED AND MANAGED | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Occupancy | ARR | RevPAR | Occupancy | ARR | RevPAR | ||||||||
| % | Change (pp) | € | Change (%) | € | Change (%) | % | Change (pp) | € | Change (%) | € | Change (%) | ||
| Total Hotels SPAIN | 73.2% | 0.1 | 116.8 € | 2.3% | 85.5 € | 2.4% | 71.7% | -0.2 | 108.0 € | 1.9% | 77.5 € | 1.7% | |
| Total Hotels SPAIN Comparable Basis |
74.6% | 0.1 | 118.7 € | 0.5% | 88.6 € | 0.7% | 73.4% | -0.1 | 107.8 € | 0.7% | 79.1 € | 0.6% | |
| City | 72.2% | 0.0 | 122.2 € | 6.8% | 88.2 € | 6.8% | 71.4% | 0.4 | 118.7 € | 6.5% | 84.7 € | 7.1% | |
| Resort | 74.3% | 0.1 | 111.1 € | -2.5% | 82.6 € | -2.3% | 72.0% | -0.6 | 100.6 € | -1.6% | 72.4 € | -2.3% |
* Available rooms 2019 6,338.5 vs 6,451.9 in 2018 in O&L. 10,486.5 vs. 10,490.1 in 2018 in O&L&M
| OPERATIONAL PORTFOLIO | PIPELINE | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2020 | 2021 | 2022 | > 2022 | Total | |||||||||
| Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | ||
| TOTAL SPAIN | 146 | 36,078 | 152 | 37,049 | 4 | 1,402 | 0 | 0 | 4 | 908 | 0 | 0 | 8 | 2,310 | |
| Managed | 43 | 13,176 | 44 | 13,480 | 3 | 1,238 | 0 | 0 | 4 | 908 | 0 | 0 | 7 | 2,146 | |
| Franchised | 14 | 2,244 | 15 | 2,056 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Owned | 20 | 5,325 | 22 | 5,615 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Leased | 69 | 15,333 | 71 | 15,898 | 1 | 164 | 0 | 0 | 0 | 0 | 0 | 0 | 1 | 164 | |
RevPAR (owned, leased and managed hotels) rose by +1.7% in 2019 compared to the previous year, despite the performance of resorts in Spain (-2.3%) compared to city hotels (+7.1%)
Total fee revenues ended the period in line with the previous year, with a slight reduction of -0.6% compared to 2018 due to a decrease in fees from owned and leased hotels.
Sales of the destination through melia.com grew by +3% compared to 2018.
The moderate growth in Spain in 2019 is expected to continue through 2020 and 2021, with a growth rate of around 1.5% and moderate growth in employment and domestic demand accompanied by greater uncertainty with regard to investment. The balance of payments indicates lower export growth and changes in inflation are expected to be moderate.
Recent improvements in public finances have benefited from the favourable evolution of macroeconomic conditions, although Spain still has high public debt ratios and has to tackle pending issues such as low productivity, and improvements to skills and innovation as key drivers to improving its competitiveness.
In 2019, domestic demand was less dynamic than in recent years within a general context of increasing uncertainty. The constant creation of employment, wage increases and low inflation have boosted the real disposable income of households and their saving capacity.
The services sector, which represents approximately 70% of Spanish GDP, continues to evolve favourably, after 68 months of continued growth, although growth decrease with respect to previous trends and stands at around 1.1%.
The unemployment rate was around 13.7%, a percentage that unfortunately will not improve given the signs of economic slowdown that were already apparent in the final months of 2019. Business investment will be less dynamic, but may be boosted by favourable financing conditions.
Once the uncertainty caused by Brexit has been overcome, the value of the British pound is expected to increase (+1.6%) until the end of 2020, which will favour the spending capacity of travellers in Spain, although accompanied by reduced economic growth (+1.1%) and consumption by families (+1.3%).
RevPAR compared to 2018 improved by +1.7% thanks increases in room rates, but weighed down by market developments in 2019 in the Canary Islands and Balearic Islands and the decrease in demand caused by the growing popularity of alternative destinations, adverse conditions in the German market, and a lower number of available flights.
The market evolution in the Canary Islands and Balearic Islands influenced the difference in performance between resort and city hotels, with resorts seeing a RevPAR decrease of -2.3% compared to growth of +7.1% in city hotels. Highlights by area or city include:
Northern Spain: Very positive RevPAR performance driven by Madrid and Barcelona. Madrid with growth of +9.87%, thanks to the impact of the Champions League Final and Eular, as well as the unplanned COP25 summit in December. Of note is the closure in stages of different floors at the Meliá Madrid Serrano, which meant there was a lower number of rooms available throughout most of the year. Barcelona grew by +11.82% thanks to a change in the trend in the hotel industry, achieving historic performance levels in 2019, highlighting the growth in RevPAR of the hotels in the centre of the city: Meliá Barcelona Sarriá, Meliá Barcelona Sky and the Hotel Barcelona Apolo.
Southern Spain: Hotels in the south saw RevPAR growth (+2.8%) in both city hotels (+3.4%) and resort hotels (+1.4%). The best performance was seen in hotels on the Costa del Sol, with excellent summer results, especially in August where stable occupancy was accompanied by qualitative growth in RevPAR. The best performance at the RevPAR level was achieved by city hotels due to the excellent performance of hotels in Seville (+3.44%) where the Hotel Colón and Meliá Sevilla stood out.
Balearic Islands: Despite the negative performance caused by a decrease in demand for the destination that negatively impacted RevPAR (-4.5%) in both city (-7.2%) and resort (-3.3%) hotels, an improvement was seen at the end of each four-month period, with the months of April, September, October and November being more positive. The positive results for these months were achieved through rate adjustments. The INNSiDE Calvia Beach and Meliá Palma Marina hotels performed well and with a positive ramp-up. The performance in Ibiza was negative (-4.9%) due to the appearance of new luxury competitors for the ME Ibiza and the decrease in the MICE segment at Sol Beach House Ibiza.
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Canary Islands: negative performance in general (-5.8%), mainly affecting the islands of Gran Canaria and Tenerife, due to a decrease in demand and a decrease in flights from the main feeder markets, damaging both the Tour Operator and direct sales segments.
In 2019, no new hotels were added to the portfolio and six hotels were disaffiliated, two of them owned hotels after the sale of assets in Valencia (Tryp Azafata) and the Tryp Coruña. The other disaffiliated hotels were Tryp Zaragoza, Tryp Indalo (Almería), Tryp Valencia Feria and Tryp Salamanca Montalvo.
Highlights included the reopening of the Innside Zaragoza after a major reform and reconversion to create a mixed development with 68 homes between the fourth and tenth floors and a hotel area with 102 rooms. The project leveraged all the company's know-how in building rehabilitation and the redefinition of spaces, creating homes that are comfortable, spacious, built with high-quality materials and with easy access to the hotel services.
| OPENINGS | DISAFFILIATIONS | ||||||
|---|---|---|---|---|---|---|---|
| Hotel | City | Managed | Room | Hotel | City | Managed | Room |
| Tryp Indalo Almería | Almería | Leased | 186 | ||||
| Tryp Zaragoza | Zaragoza | Managed | 162 | ||||
| Tryp Valencia Azafata | Manises (Valencia) | Owned | 128 | ||||
| Tryp Valencia Feria | Valencia | Franchised | 127 | ||||
| Tryp Salamanca Montalvo | Salamanca | Franchised | 57 | ||||
| Tryp Coruña | A Coruña | Owned | 181 |
Currently, and thanks in large part to the early booking sales campaigns on melia.com, there is an improvement in the booking for the first quarter of 2020 of a medium single digit, leading us to expect an improvement on the results for 1Q 2019.
This growth is mainly due to growth in occupancy. The positive impact was generated by city and ski resort hotels, as 39% of the available resort hotels are closed in the first quarter.
In the Canary Islands, although booking data shows some improvement over the previous year, the major positive impact is caused by the opening of Meliá Salinas, which was closed last year, and the major negative impact the delay in the reopening of Sol Jandía Mar. The decrease in flights to the Canary Islands due to the closure of the Ryanair base and the collapse of the tour operator Thomas Cook, has not been taken up by other travel companies and this may have an impact on results in 2020. A decrease in flight is also expected in the first two months of the year from both the United Kingdom and Germany.
The impact of the health crisis in China caused by the coronavirus could also significantly affect both leisure and business trips to Spain, also putting at risk certain international events which have already been scheduled.
| HOTEL BUSINESS INDICATORS | 2019 M€ |
2018 M€ |
% Change |
|---|---|---|---|
| Owned and Leased Hotels | 383.1 | 368.6 | 3.9% |
| Owned | 107.2 | 104.1 | |
| Leased | 275.9 | 264.6 | |
| Of which room revenue | 278.3 | 265.8 | 4.7% |
| Owned | 73.8 | 71.4 | |
| Leased | 204.5 | 194.4 | |
| EBITDAR | 105.2 | 98.0 | 7.4% |
| Owned | 28.0 | 25.7 | |
| Leased | 77.2 | 72.2 | |
| EBITDA | 101.0 | 94.5 | 6.9% |
| Owned | 28.0 | 25.7 | |
| Leased | 72.9 | 68.7 | |
| EBIT | 40.0 | 40.8 | -2.0% |
| Owned | 18.3 | 17.6 | |
| Leased | 21.7 | 23.2 |
| MANAGEMENT MODEL | 2019 M€ |
2018 M€ |
% Change |
|---|---|---|---|
| Revenue | 29.3 | 31.4 | -6.6% |
| Fees from third parties | 1.4 | 1.1 | |
| Fees from owned and leased hotels | 22.7 | 20.4 | |
| Other revenues | 5.3 | 10.0 |
| OWNED & LEASED | OWNED, LEASED AND MANAGED | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Occupancy | ARR | RevPAR | Occupancy | ARR | RevPAR | |||||||||
| % | Change (pp) | € | Change (%) | € | Change (%) | % | Change (pp) | € | Change (%) | € | Change (%) | |||
| Total Hotels EMEA | 73.8% | 0.1 | € 139.5 | 1.5% | € 102.9 | 1.5% | 72.5% | -0.6 | € 141.0 | 2.0% | € 102.2 | 1.2% | ||
| Total Hotels EMEA Comparable Basis |
73.4% | 0.6 | € 141.3 | 2.5% | € 103.7 | 3.3% | 72.5% | 0.4 | € 142.8 | 2.7% | € 103.6 | 3.2% | ||
| Germany | 72.4% | 0.3 | € 111.1 | 2.0% | € 80.4 | 2.4% | 72.4% | 0.3 | € 111.1 | 2.0% | € 80.4 | 2.4% | ||
| France | 77.1% | -4.6 | € 165.2 | -10.6% | € 127.3 | -15.6% | 77.1% | -4.6 | € 165.2 | -10.6% | € 127.3 | -15.6% | ||
| Italy | 75.9% | 0.2 | € 177.8 | 3.2% | € 134.9 | 3.4% | 71.3% | 1.7 | € 220.9 | 3.3% | € 157.6 | 5.9% | ||
| UK | 71.8% | 1.3 | € 216.5 | 2.4% | € 155.4 | 4.2% | 75.9% | 0.3 | € 175.7 | 2.0% | € 133.3 | 2.4% | ||
| Other EMEA | 79.6% | 1.1 | € 157.5 | 8.0% | € 125.3 | 9.6% | 65.9% | -5.3 | € 157.6 | 9.5% | € 103.9 | 1.4% |
* Available rooms 2019: 2,704.7 vs. 2,623.3 in 2018 in O&L. 2,949.7 vs. 2,813 in 2018 in O&L&M
| OPERATIONAL PORTFOLIO | PIPELINE | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2020 | 2021 | 2022 | > 2022 | Total | |||||||||
| Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | ||
| Total EMEA | 84 | 15,984 | 81 | 15,331 | 8 | 2,555 | 10 | 2,132 | 4 | 1,019 | 4 | 587 | 26 | 6,293 | |
| Managed | 9 | 858 | 8 | 615 | 2 | 345 | 6 | 1,541 | 3 | 909 | 2 | 390 | 13 | 3,185 | |
| Franchised | 31 | 7,518 | 31 | 7,518 | 2 | 1,083 | 3 | 468 | 1 | 110 | 0 | 0 | 6 | 1,661 | |
| Owned | 7 | 1,397 | 7 | 1,397 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Leased | 37 | 6,211 | 35 | 5,801 | 4 | 1,127 | 1 | 123 | 0 | 0 | 2 | 197 | 7 | 1,447 | |
RevPAR (owned, leased and managed hotels) grew by +1.2% in 2019 compared to the same period in the previous year.
Fee income improved by +12.5% in 2019 compared to 2018, mainly due to the increase in property and rental commissions. Sales through melia.com increased by + 8.2% in 2019 compared to 2018.
Over the last decade, Germany has kept up a solid economic performance, with an unemployment rate at historic lows and healthy public and private finances. However, the country's dependence on exports has seen it greatly affected by the slowdown in global demand, creating structural challenges in the medium term. At the same time, there are also certain external imbalances that may generate an unequal distribution of the wealth generated by growth.
The uncertainty surrounding Brexit affected the entire year 2019. Progress with the Withdrawal Agreement and the extension to membership of the United Kingdom in the EU may put an end to uncertainty and restore confidence in the short term. The slowdown in global growth may also affect the growth of the United Kingdom and its commercial channels.
The current government must act to stimulate economic growth and provide solutions to the different social conflicts that have caused political and economic instability.
Growth may remain stable in 2020 due to strong domestic demand. Household spending is recovering thanks to tax cuts and a stricter labour market. Analysts estimate 1.2% growth in 2020, as long as the calendar defined for reforms is maintained. Foreign tourist arrivals for 2020 are estimated at 100 million.
Economic activity in 2019 confirmed the trend of recent years towards stable economic growth, with indicators close to 0.2% this year and low inflation rates (0.7%). The unemployment rate remained below 10% in 2019 and the number of people in employment has grown for the last 5 years.
The Italian economy is the eighth largest in the world, with GDP in 2019 of almost 2 trillion dollars, but with debt levels at 13% of GDP.
Tourism represents 12% of Italian GDP. Analysts estimate stable growth in 2020 of around 0.5%.
Hotel performance in EMEA was moderately positive in 2019, with differing results by country and the following highlights:
In Germany, RevPAR increased by +2.4% in 2019, with 80% of the rise caused by an increase in the average room rate. In general, the business performed particularly strongly in Dusseldorf due to the greater number of trade fairs. Berlin was complicated in the first half of the year due to the lack of MICE business and irregular results from online sales. The situation in the second half of the year improved, allowing us to end the year with 2% growth, in line with the market in general, and setting a positive trend for Q1 2020. Frankfurt and Munich saw results lower than the previous year due to a lower number of trade fairs compared to 2018.
In the United Kingdom, RevPAR (in GBP) grew by +1.5% compared to 2018, in spite of 2019 being a year with several challenges, not only due to the uncertainty created by Brexit, the general election and low growth in travel to the destination, but also because we carried out a major renovation to improve facilities in both our flagship Meliá White House and the recently added Hotel Kensington, which has now been renamed Meliá London Kensington. Once again this year, the performance of ME London was of note, as it continued to grow at a higher rate than its direct competitors, positioning itself among the top luxury lifestyle hotels in the city.
In France, overall RevPAR in 2019 was negatively affected by the addition of the Innside Charles de Gaulle and the ramp-up process the hotel is experiencing to position itself in a very competitive market. The country began the year with protests and riots by the so-called yellow vests, and ended with a general strike. These events had a negative impacted on both Q1 and Q4.
However, given that it does not depend so heavily on the leisure travel market, the Meliá Paris La Defense strengthened its position in other segments and managed to end 2019 with RevPAR growth of +2%. Hotels in central Paris suffered from the negative trends in the market and a major impact from all the disturbances. Some hotels were fully or partially closed to carry out renovation work, leading to RevPAR decreases is in line with those for the city in general.
In Italy, 2019 was a good year, with RevPAR growth of +6%. Highlights included the performance of our hotels in Milan, with a double-digit percentage increase in RevPAR, almost entirely due to improvements in the average room rate. The key to this strong performance was in the diverse segmentations, as not only did online business grow, but we also saw great results in the major trade fairs in the destination and in the MICE segment in general, with a particularly strong impact on the Meliá Milano. Another highlight was the opening in December of the Innside Milano Torre Galfa, consolidating our presence in a lifestyle segment which is on the rise in the city of fashion. Meliá Genoa left the problems suffered in recent years behind, and after the
return to normal in the city's road network, grew by +2%, a recovery that we hope to consolidate in 2020. A pending issue remains in Rome, where a decrease in demand caused a decrease of-5% in RevPAR.
The region has been strengthened by four new hotels: Innside Charles de Gaulle, the first Innside hotel in France, our debut in Prague with the Innside Prague Old Town (Czech Republic), the Gran Meliá Arusha (Tanzania) and Innside Milano Torre Galfa (Italy). Only one hotel in Italy, the Meliá Campione, was disaffiliated. In 2020 we plan to open 8 new hotels.
| OPENINGS | DISAFFILIATIONS | |||||||
|---|---|---|---|---|---|---|---|---|
| Hotel | City | Managed | Rooms | Hotel | City | Managed | Rooms | |
| Inside Paris Charles de Gaulle | Paris (France) | Leased | 266 | Meliá Campione | Campione (Italy) | Managed | 40 | |
| Inside Prague Old Town | Praga (Czech Rep.) | Managed | 89 | |||||
| Gran Meliá Arusha | Arusha (Tanzania) | Managed | 171 | |||||
| Innside Milano Torre Galfa | Milan (Italy) | Leased | 145 |
In Germany we continue to see the same trend as in the last quarter of 2019, and expect medium single-digit growth with the exception of Munich, affected again by the trade fair calendar. In the United Kingdom, in spite of the ongoing renovations in the Meliá White House and London Kensington, we expect to see continued moderate growth. The constant disturbances and strikes seen in France in 2019 make it difficult to estimate their impact on the first quarter of 2020. The strikes remain active, although popular support for them has significantly declined, and Paris is yet again showing its ability to return to normal even in very exceptional circumstances. In Italy the Gran Melia Rome will close in January for a few weeks in order to improve its facilities for 2020.
| HOTEL BUSINESS INDICATORS | 2019 M€ |
2018 M€ |
% Change |
|---|---|---|---|
| Owned and Leased Hotels | 391.5 | 414.9 | -5.6% |
| Owned | 359.1 | 381.9 | |
| Leased | 32.4 | 33.1 | |
| Of which room revenue | 175.7 | 185.1 | -5.1% |
| Owned | 148.6 | 156.8 | |
| Leased | 27.2 | 28.3 | |
| EBITDAR | 94.0 | 125.0 | -24.9% |
| Owned | 83.6 | 116.2 | |
| Leased | 10.4 | 8.8 | |
| EBITDA | 91.3 | 121.3 | -24.7% |
| Owned | 83.6 | 116.2 | |
| Leased | 7.7 | 5.1 | |
| EBIT | 50.1 | 80.2 | -37.5% |
| Owned | 50.5 | 83.4 | |
| Leased | -0.4 | -3.2 |
| MANAGEMENT MODEL | 2019 M€ |
2018 M€ |
% Change |
|---|---|---|---|
| Revenue | 43.7 | 51.4 | -14.9% |
| Fees from third parties | 7.2 | 7.4 | |
| Fees from owned and leased hotels | 23.2 | 26.5 | |
| Other revenues | 13.3 | 17.5 |
| OWNED & LEASED | OWNED, LEASED AND MANAGED | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Occupancy | ARR | RevPAR | Occupancy | ARR | RevPAR | |||||||
| % | Change (pp) | € | Change (%) | € | Change (%) | % | Change (pp) | € | Change (%) | € | Change (%) | |
| Total Hotels AMERICA | 61.0% | -6.0 | € 119.0 | 2.5% | € 72.5 | -6.7% | 60.7% | -2.7 | € 108.8 | 2.7% | € 66.1 | -1.7% |
| Total Hotels AMERICA Comparable Basis |
69.1% | -4.5 | € 119.5 | -1.8% | € 82.7 | -7.8% | 65.6% | -1.6 | € 105.8 | -0.4% | € 69.4 | -2.8% |
| Brazil | - | - | - | - | - | - | 61.0% | 4.1 | € 79.5 | 5.9% | € 48.5 | 13.5% |
| Mexico | 68.2% | -5.5 | € 121.0 | 4.2% | € 82.5 | -3.6% | 68.2% | -3.6 | € 121.0 | -1.3% | € 82.5 | -6.3% |
| Dominican Rep. | 60.2% | -6.1 | € 107.5 | -3.8% | € 64.8 | -12.5% | 60.2% | -6.1 | € 107.5 | -3.8% | € 64.8 | -12.5% |
| Others America | 49.5% | -10.5 | € 139.2 | 11.8% | € 68.9 | -7.8% | 55.0% | -5.7 | € 125.9 | 10.6% | € 69.2 | 0.1% |
* Available rooms 2019: 2,422.3 vs. 2,380.5 in 2018 in O&L. 4,084.2k vs 4,099 in 2018 in O&L&M
| OPERATIONAL PORTFOLIO | PIPELINE | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2020 | 2021 | 2022 | > 2022 | Total | ||||||||
| Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | |
| Total AMERICA | 37 | 11,521 | 41 | 12,432 | 1 | 498 | 0 | 0 | 3 | 856 | 0 | 0 | 4 | 1,354 |
| Managed | 17 | 4,280 | 22 | 5,020 | 1 | 498 | 0 | 0 | 3 | 856 | 0 | 0 | 4 | 1,354 |
| Franchised | 2 | 286 | 1 | 140 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Owned | 16 | 6,406 | 16 | 6,723 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Leased | 2 | 549 | 2 | 549 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
RevPAR in dollars (owned, leased and managed hotels) fell by -7.1% compared to 2018.
Fee revenue in dollars fell by -22% compared to the previous year due to the reduced Commission from owned and leased hotels.
Sales through melia.com fell by -2.7% in 2019 compared to the same period in the previous year.
In Mexico, growth in 2019 slowed to only 0.4%, along with investment and private consumption due to uncertainty about economic policy, the decrease in global manufacturing activity, the migration conflict with the United States and rising borrowing costs. In 2020, projections point towards growth of up to 1.3% driven by a moderate recovery in domestic demand. Inflation has shown a downward trajectory and is expected to reach the goal set by the Central Bank by the end of the year. On the other hand, monetary policy has been eased in the face of weakening demand and easing also in the United States.
Growth forecasts for the Dominican Republic expect sustained growth of 5% in GDP from 2020 to 2022. However, there are many challenges to be faced to ensure this is achieved, such as improving fiscal balance, improving and increasing the ability of human capital to respond to technological progress and the demands of international markets, the creation of an appropriate business environment, better management of natural resources, greater resilience to disasters and risks related to climate change.
The economy in Brazil is recovering despite having ended 2019 with growth slightly above 0.8%. This slowdown in the economy and the increase in the value of the dollar were reflected in important reductions in the number of trips to Caribbean destinations such as Mexico or the Dominican Republic, with Brazil being an important feeder market for both countries.
Growth of 1.7% in 2020 and 1.8% in 2021 is estimated, largely due to the reform agenda planned by the Government. However, there are also other factors that may affect this growth, such as the slow decline in unemployment, the existence of numerous low-quality jobs and the submerged economy.
In Mexico, and mainly in the area of Cancun and Playa del Carmen, geopolitical and environmental events have made it difficult to keep up the results seen in previous years. The damage caused by the sargassum seaweed, was exacerbated by insecurity in the tourist area of Cancun, leading to a loss of bookings and fall in the number of foreign visitors for the first time in seven years. Los Cabos, on the other hand, saw an increase of 6.6% in passenger arrivals (domestic and international) and a greater perception of security in the destination among domestic travellers. Average rates were lower than the previous year due, in part, to the growth in the number of hotels (7.3%) with the opening of more than 17,000 new hotel rooms.
In the Dominican Republic, Punta Cana faced a year with major challenges accompanied by a 5% increase in the number of hotels. In the first quarter of the year, arrivals saw slight growth, but from the second quarter, after the credibility and security crisis generated by the US media without any basis in fact, there was a drastic fall in the number of tourists that affected the rest of the year.
In Brazil it was a very positive year thanks to the celebration of numerous events and international trade fairs, mainly in Sao Paulo. Also of note is the improvement in results compared to 2018 in the MICE segment and direct sales.
2019 was the first full year of operation for our private resort for members of Circle by Meliá in the Dominican Republic, with the reputation and credibility of the brand having grown and greater membership sales compared to 2018, despite the price and occupancy challenges faced by Punta Cana over the year.
In the second half of the year, Circle by Meliá membership began to be sold in Mexico, replacing the sale of Meliá Club membership. This made a significant contribution to the achievement of sales objectives set by the region and helped to offset problems in destinations such as Cancun and Playa del Carmen due to the situation caused by the sargassum seaweed and security issues.
The main sales indicators showed a positive evolution, attracting 11% more families to our membership base in spite of the fact that there was a 25% decrease in the number of potential customers likely to buy our product in both regions, although mainly in Punta Cana, due to the reduced hotel occupancy caused by reduced international demand.
The average price per contract remained at the same level as in 2018, the conversion rate of sales to both new customers and repeat members grew by 6.4%, and the sales revenue per customer visiting our sales rooms increased by 6.8%. In global terms, net sales grew by 11.2% compared to 2018.
In spite of the decrease in tourist numbers in Punta Cana (Dominican Republic), sales activity was effective both in attracting new customers and making new sales to existing members and their migration to the new product. We increased our membership by 4.3%, adding a total of 1,600 new families.
The average price per contract sold grew by 11.8%, leading to an increase in sales per customer visiting our Circle room of 12.7% and a 16.6% increase in net sales per customer.
Sales activity in Mexico also saw positive results supported by the introduction of the Circle by Meliá product to the country. This increased our audience of potential customers by 4.9% and allowed the addition of 19.8 % more customers to our membership base, a 14.2% increase in our sales conversion rate to both new customers and recurring members, and net sales growth of 1.4%.
2019 allowed us to consolidate Circle by Meliá sales in both countries, leading us to be optimistic about 2020, focused on efforts to optimise and improve our sales and service processes.
Together with the hotel teams, we will continue to enhance the experience of Circle members in Punta Cana and prioritise the optimisation of conversion opportunities among potential customers.
In 2019, we added our second hotel in Colombia under a franchise agreement (Meliá Cartagena Karmairi). The company's commitment to growth through franchising has required a review and update of the contractual model to adjust to the new business environment.
A total of five hotels have been disaffiliated during the year. In Brazil, a country in which all the hotels are operated under a management agreement, the Tryp Sao Paulo Berrini, Tryp Sao Paulo Itaim and Tryp Sao Paulo Paulista were disaffiliated, along with the ME Miami and Meliá Coco Beach (Puerto Rico), the only disaffiliated hotel owned by the company.
Meliá Hotels International continues to adapt its hotels to the expectations of guests and carries out major reforms every year:
| OPENINGS | DISAFFILIATIONS | ||||||
|---|---|---|---|---|---|---|---|
| Hotel | City | Managed | Rooms | Hotel | City | Managed | Rooms |
| Meliá Cartagena Karmairi | Cartagena (Colombia) | Franchised | 146 | Tryp Sao Paulo Berrini | Sao Paulo (Brazil) | Managed | 171 |
| Meliá Coco Beach | San Juan (Puerto Rico) | Owned | 486 | ||||
| ME Miami | Miami (USA) | Managed | 129 | ||||
| Tryp Sao Paulo Itaim | Sao Paulo (Brazil) | Managed | 133 | ||||
| Tryp Sao Paulo Paulista | Sao Paulo (Brazil) | Managed | 148 |
In the first quarter of 2020, the situation remains uncertain in Punta Cana, mainly due to the reduced number of flights, the absence of the MICE segment caused by the cancellations in the last two quarters of 2019, and the general decrease in the American market. Despite uncertainty about the behaviour of the American market, opportunities do exist to penetrate alternative markets and contract small, last-minute groups in Latin America and Europe.
A positive performance is expected in the group and MICE segments in Los Cabos (Mexico). In Brazil, as usual, the first quarter brings low occupancy as it coincides with holiday periods. Estimates from March onwards are positive, with improved demand and the confirmation of major events.
| HOTEL BUSINESS INDICATORS | 2019 M€ |
2018 M€ |
% Change |
|---|---|---|---|
| Revenue | NA | NA | - |
| Owned | |||
| Leased | |||
| Of which room revenue | NA | NA | - |
| Owned | |||
| Leased |
| MANAGEMENT MODEL | 2019 M€ |
2018 M€ |
% Change |
|---|---|---|---|
| Revenue | 6.9 | 7.6 | -8.7% |
| Fees from third parties | 5.7 | 5.7 | |
| Fees from owned and leased hotels | 0.0 | 0.0 | |
| Other revenues | 1.2 | 1.9 | |
| OWNED & LEASED | OWNED, LEASED AND MANAGED | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Occupancy | ARR | RevPAR | Occupancy | ARR | RevPAR | |||||||
| % | Change (pp) | € | Change (%) | € | Change (%) | % | Change (pp) | € | Change (%) | € | Change (%) | |
| Total Hotels ASIA | - | - | - | - | - | - | 64.4% | 4.4 | €73.8 | 1.5% | €47.5 | 8.9% |
| Total Hotels ASIA Comparable Basis |
- | - | - | - | - | - | 65.7% | 4.4 | €71.6 | 1.3% | €47.0 | 8.6% |
| China | - | - | - | - | - | - | 71.1% | 4.9 | €65.1 | -5.3% | €46.3 | 1.6% |
| Southeast Asia | - | - | - | - | - | - | 62.3% | 4.3 | €77.0 | 3.6% | €47.9 | 11.3% |
* Available rooms 2019: 1,734.8 vs. 1,681.4 in 2018 in O&L&M
| OPERATIONAL PORTFOLIO | PIPELINE | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2020 | 2021 | 2022 | > 2022 | Total | ||||||||
| Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | |
| Total ASIA | 24 | 5,414 | 21 | 5,016 | 9 | 2,218 | 3 | 630 | 6 | 1,295 | 2 | 360 | 20 | 4,503 |
| Managed | 24 | 5,414 | 21 | 5,016 | 9 | 2,218 | 3 | 630 | 6 | 1,295 | 2 | 360 | 20 | 4,503 |
| Franchised | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Owned | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Leased | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
RevPAR in USD (management) increased by +3.2% compared to 2018.
Total commission revenues in dollars decreased by -4% compared to 2018.
Sales through melia.com rose by +20.3% compared to the same period in the previous year.
The performance of the economies in the different countries in the region varied over the year, but all of them were affected in some way by the trade tensions between China and the United States. Despite being one of the most dynamic regions in the world and having a very strong economic outlook, it is also a region that depends to a large degree on the performance of the Chinese economy. The development in China of information technology, improvements to connectivity, investments in infrastructure and the emergence of a significant middle class, are all energising the region and making it one of the most important to the global economy.
Political stability in most of the countries in the region is also essential for development and the performance of the region as a whole. Despite this context, certain countries face significant challenges such as population ageing, geopolitical tension, some cyber security issues and the impact of climate change, situations for which policies are already being implemented to bring about improvements in the future.
China: In general, economic growth was moderate due to the impact of the trade conflict with the United States. Some international companies reduced their activities in the country or moved to other countries in Southeast Asia with more competitive costs. In China the market is so huge that domestic trade always guarantees a significant level of economic activity. The Belt and Road global development strategy adopted by the Chinese government implies investments and the development of infrastructure in almost 70 countries in Asia, Europe and Africa. The welfare of Chinese citizens is constantly growing.
Vietnam: In less than 40 years, the poverty rate in the country has decreased from 70% to 6%. Development over the last 30 years has been extremely important. In 2019, GDP suffered a slight slowdown, but the outlook for the coming years remains very positive. The most notable changes are demographic and social. Vietnam is a very young country, with life expectancy at over 70 and a rapidly emerging middle class. The Vietnamese government's spending on infrastructure has been remarkable and the country's educational performance is very strong.
Indonesia: The country is experiencing growth of more than 5% in GDP due to high private consumption and an economy driven by constant investment in infrastructure. It faces some challenges as a result of the increase in import prices. In general terms, the economy is growing at a healthy rate, especially after the re-election of the President, Joko Widodo.
Myanmar: Economy growing slowly and recovering stability after a volatile 2018, supported by falling prices and exchange rate fluctuations. Services are the key sector. Industrial activity is increasing so the outlook is positive for 2020 and 2021, although bringing only moderate growth. The country requires a large investment in infrastructure, especially in energy. There are still important economic and social differences between different parts of the country.
Malaysia: Malaysia has one of the most open economies in the world, although growth is slowing due to the impact of the trade war between China and the USA. Private consumption remains strong, but expectations are moderate. The economy is based on natural gas production, services and construction is experiencing slow growth that may be revived with several projects for major infrastructure improvements.
Our hotels in China saw a slight fall in revenue. RevPAR (in USD) decreased by -3.6%, partly affected by the devaluation of the CNY against the USD in 2019, as well as by an increase in the number of hotels in some destinations.
In Vietnam, RevPAR (in USD) grew by +2.8%, with highlights including an increase of +3.8% in total operating revenue in the Meliá Hanoi. This growth occurred mainly in the first quarter of 2019 thanks to a series of international political events and meetings that boosted demand in Hanoi, such as the visit of the President of Argentina and the meeting between the governments of the United States of America and North Korea. In the second half of the year, in spite of the major reforms being carried out that have affected the MICE segment, the hotel continued to increase revenues. Something similar happened at the Meliá Danang Beach Resort, which despite reform and the decline in the Korean market, managed to achieve revenue growth. The Sol Beach House Phu Quoc also continued to show a strong performance, mainly due to the increase in demand for the island.
In Indonesia, in general, all the hotels saw a positive performance in both revenues and profitability, especially in hotels that are ramping up operations such as the INNSiDE Yogyakarta, Sol House Bali Kuta and Sol House Bali Legian. We would like to emphasize the strong performance by Meliá Bali, especially considering that in the first quarter the destination was still recovering from the negative impact of the Agung volcano eruption. RevPAR (in USD) increased by +4.1%.
In Myanmar, despite the increase in competition in the area, Meliá Yangon continued to improve its revenues. Finally, in Malaysia the Meliá Kuala Lumpur ended the year with figures similar to the previous year despite the fall in demand in the city in the first quarter of the year.
In 2019, we added 4 new hotels to our portfolio, all of them under management agreements. Three of them were in Vietnam (Meliá Ho Tram, INNSiDE Saigon Central and The Hoi An Historic Hotel, Managed by Meliá) and the other in China (Meliá Shanghai Parkside).
In the first quarter of the year, we expect to begin operations in Thailand with the opening of Meliá Koh Samui after having been closed for renovation for more than a year. During the rest of the year, nine more hotels will open, adding 2,200 rooms to the portfolio in the key destinations in the region: China, Vietnam, Indonesia, Malaysia and Thailand, with Vietnam and China adding up to three hotels each and the others a single hotel.
| OPENINGS | DISAFFILIATIONS | |||||||
|---|---|---|---|---|---|---|---|---|
| Hotel | City | Managed | Rooms | Hotel | City | Managed | Rooms | |
| Meliá Ho Tram | Ho Tram (Vietnam) | Managed | 77 | |||||
| Meliá Shanghai Parkside | Shanghai (China) | Managed | 88 | |||||
| Innside Saigon Central | Ho Chi Minh (Vietnam) | Managed | 69 | |||||
| Hoi An | Hoi An (Vietnam) | Managed | 150 |
The coronavirus crisis that originated in Wuhan and was declared an epidemic by the WHO at the beginning of the year, will condition the performance next year of both China and other nearby and more distant destinations. The Chinese authorities are implementing very important measures in the country, but as they coincide with the Chinese New Year holiday, the difficulty has been increased due to the millions of people travelling at this time of year.
The future evolution of the health crisis remains unknown. This first quarter will be significantly affected, strongly affecting February and probably also March, unless the general measures adopted by the Chinese government and other affected countries begin to produce the desired results.
In general, the travel industry in China is currently paralysed and waiting for the measures implemented to have the desired effect. If that occurs, the return to normal could be relatively quick based on the experience of similar outbreaks in the past.
Indonesia is not exempt from the impact caused by the crisis. However, our hotels have a broad customer segmentation from a geographical point of view, so the impact should be limited. The beginning of the year is in line with forecasts and we do not expect significant changes.
The consolidation of operations at the Innside Yogyakarta and Sol House Legian, the opening of Melia Fintan in the fourth quarter, the good performance of the Nusa Dua hotels in Bali, and the improvement of results at Gran Melia Jakarta will all help improve the profitability of operations in the region.
Vietnam will undoubtedly benefit from the renewal of the contract to operate the Meliá Hanoi and the consolidation of hotels opened last year. We expect especially good results from the Meliá Ho Tran. The country continues to good strongly, and the opening of Innside Halong Bay and Gran Melia Cam Ranh will further consolidate our leadership.
The recent opening of our regional office in Ho Chi Minh City will also allow us greater proximity to hotel operation in the country.
| HOTEL BUSINESS INDICATORS | 2019 M€ |
2018 M€ |
% Change |
|---|---|---|---|
| Revenue | NA | NA | - |
| Owned | |||
| Leased | |||
| Of which room revenue | NA | NA | - |
| Owned | |||
| Leased | |||
| MANAGEMENT MODEL | 2019 M€ |
2018 M€ |
% Change |
|---|---|---|---|
| Revenue | 12.1 | 14.4 | -16.0% |
| Fees from third parties | 9.9 | 11.9 | |
| Fees from owned and leased hotels | |||
| Other revenues | 2.1 | 2.4 | |
| OWNED & LEASED | OWNED, LEASED AND MANAGED | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Occupancy | ARR | RevPAR | Occupancy | ARR | RevPAR | |||||||
| % | Change (pp) | € | Change (%) | € | Change (%) | % | Change (pp) | € | Change (%) | € | Change (%) | |
| Total Hotels CUBA | - | - | - | - | - | - | 50.7% | -5.2 | € 79.9 | -1.1% | € 40.5 | -10.3% |
| Total Hotels CUBA Comparable Basis |
- | - | - | - | - | - | 52.6% | -2.9 | € 77.5 | -6.1% | € 40.8 | -11.0% |
* Available rooms 2019: 4,840.7 vs. 4,388.6 in 2018 in O&L&M
| OPERATIONAL PORTFOLIO | PIPELINE | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2020 | 2021 | 2022 | > 2022 | Total | ||||||||
| Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | Hotels | Rooms | |
| Total CUBA | 35 | 14,781 | 34 | 13,425 | 1 | 401 | 0 | 0 | 3 | 523 | 0 | 0 | 4 | 924 |
| Managed | 35 | 14,781 | 34 | 13,425 | 1 | 401 | 0 | 0 | 3 | 523 | 0 | 0 | 4 | 924 |
| Franchised | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Owned | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Leased | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
RevPAR in USD (management) fell by -15.6% compared to 2018.
Total fee revenue in USD fell by -22% due to several factors that had a negative impact on our operations in the country. The number of roomnights sold through melia.com remained in line with the previous year. Adding these direct sales to other online sales channels, revenue grew by 8.4% and roomnights by 13.7%, confirming the positive progress made in these segments. This growth was made possible by actions to enhance dynamic rate management, participation in all of the global, regional and individual campaigns in melia.com. and, especially, the contribution of the Meliá Internacional Varadero, a hotel that has had a remarkable performance in online sales since its opening.
As a result of a combination of external factors, both political and economic in nature, tourism activity in Cuba in 2019 was subject to very strong tensions. On the one hand, increasing competition from alternative Caribbean destinations, and, on the other, the tightening of sanctions by the Trump Administration, resulting in a decrease in occupancy and average rates throughout the year.
At the beginning of June, the United States Government reinforced the blockade of the island, prohibiting cruises and eliminating general travel permits for educational exchanges for US citizens, known as the People to People programme, among others .
Another negative factor for Cuba was the collapse of the tour operator Thomas Cook, which affected hotel occupancy during the final quarter of the year.
This context led to a deterioration in average rates in USD of -7.6% compared to the previous year. The downward pressure on rates was most prevalent in Havana, Cienfuegos, Jardines del Rey and Santiago de Cuba.
The occupancy rate feel by -4.4 percentage points compared to the previous year, with Cayo Largo, Cayo Santa Maria, Varadero and Camaguey being most affected.
Results for the year were also damaged by the beginning of important renovation projects in several hotels, including the Paradisus Varadero, Sol Rio de Luna y Mares and Meliá Las Américas, as well as the continued renovation and extension of the Sirenas Hotel and Sol Santa Maria.
Over the year we added the Meliá Internacional Varadero Hotel (946 rooms) and continue to modernise our hotel facilities and carry out reforms to enhance the positioning of hotels.
The Sirenas Hotel, along with Sol Varadero Beach, will reopen its doors in the first quarter of 2020 on completion of the renovation of its 356 rooms, restaurants and bars, introducing the adults-only concept in Cuba, representing an important opportunity for growth in the Varadero area.
| OPENINGS | DISAFFILIATIONS | ||||||
|---|---|---|---|---|---|---|---|
| Hotel | City | Managed | Rooms | Hotel | City | Managed | Rooms |
| Meliá Internacional Varadero | Varadero | Managed | 946 |
The first quarter points to growth in sales compared to the same period in the previous year, mainly due to the addition of Meliá Internacional Varadero. We expect RevPAR to stabilise, with a slight fall in occupancy compensated by an increase in the average rate.
The decision of the new Argentine government to impose a 30% tax on overseas purchases, including flights and hotel accommodation, will have a negative impact on the arrivals from this important feeder market for Cuba in the coming months.

In 2019, two hotel assets in Spain were sold. The Tryp Azafata hotel (128 rooms) located in Valencia and the Tryp Coruña (181 rooms) located in A Coruña. The total amount generated by both operations was €21.2 M, leading to capital gains at the EBITDA level of €10.1m. We also registered an impairment of €3.1M as a result of the fair value adjustment of certain real estate investments.
During the third quarter of 2019, the long leasehold contract for the Meliá White House Hotel (London) was renegotiated. The contract was due to mature in 15 years. The new contract extends the maturity to 125 years and will involve an initial outlay (key money) of 90M GBP by Meliá as well as an increase in rent. The impact of this operation on debt caused by the application of IFRS 16 amounts to €215.4 M, including the outstanding amount due for the key money.
Group Fiscal Strategy was approved by the Board of Directors on February 25, 2016 and updated on June 6, 2018, in accordance with the provisions of article 529 ter of the Corporate Enterprises Act and article 5 of the Regulations of the Board of Directors.


Regulatory compliance and responsible fiscal management

with tax administrations and the risk management system

Fiscal efficiency, effective defence of our fiscal positions and transparency
Fiscal Strategy is also aligned with the vision, values and long-term business strategy of the company and with the Corporate Responsibility Policy in two dimensions: the first establishes that one of its objectives is to have a proactive attitude in identifying, preventing and mitigating financial and non-financial risks; and, the second has a guiding principle focused on complying with the legislation and regulations in effect in all the countries where the company operates, and with the company's own Code of Ethics which establishes an explicit commitment to the public administrations to respect the laws and regulations of the places where it operates, maintaining a relationship of transparency and maximum collaboration with all public administrations.
The Group has developed a Fiscal Risk Management System that operates on all the fiscal risks that are inherent to Group activities and processes, with particular emphasis on risks related to high-value investments and operations, the creation or acquisition of stakes in companies with a special purpose or domiciled in countries considered tax havens, and operations involving company board members or shareholders.
The Group has also begun to implement several tools that allow regular monitoring of its fiscal situation, to assist in risk management and to comply with tax obligations in each territory.
Within the framework of its commitment to a responsible tax policy, the Melia Group has a structure aligned with the business and appropriate to legal requirements, all within a transfer pricing policy framework aligned with value creation and the principles of free competition.
In 2019, the company received certification in the UNE19601 standard from AENOR. As part of the certification of the criminal compliance management system, 55 controls that Meliá has implemented to prevent and/or avoid tax crimes were analysed with favourable results.
The creation or acquisition of a stake in companies with a special purpose or domiciled in countries or territories that are considered tax havens must be reported to and approved by the Board of Directors, with said approval constituting a non-delegable power. Similarly, any presence in tax havens must respond to legitimate economic motives.
At the close of 2019, the only Group company registered in a tax haven is Sol Meliá Funding, which is registered in the Cayman Islands. Its activity is residual and related to the former holiday club, and it applies the criteria and general procedures for management administration and control as the rest of the Group, cooperating with the administrations involved in providing whatever information they deem necessary regarding the activities carried out.
| Company | Jurisdiction | Ownership | Total revenue (€M) |
Result before tax (€M) |
Company tax rate |
Tax on profits accrued (€ M) |
|---|---|---|---|---|---|---|
| Sol Melia Funding | Cayman Islands | 100% | 895 | -221 | 0% | 0 |
Meliá Hotels International is subject to taxes of various kinds on the profit it earns in the countries where it operates. Each tax has its own particular structure and rate.
tion and excludes dividends from other group companies, following the guidelines for drafting and submitting country-by-country reports issued by the OECD (Action 13 BEPS report).
Table A refers to the pre-tax results and contains the aggregated data combined for each jurisdic-
| Country | € thousand | Country | € thousand |
|---|---|---|---|
| Germany | 13,973 | Indonesian | 275 |
| Argentina | 716 | Cayman Islands | (221) |
| Austria | 1,984 | Italy | 5,329 |
| Brazil | (9,207) | Luxembourg | 2,140 |
| Bulgaria | 860 | Mexico | 37,570 |
| Chinese | (91) | Panama | 600 |
| Costa Rica | (16) | Peru | 997 |
| Croatia | (58) | Puerto Rico | 2,725 |
| Cuba | 4,764 | United Kingdom | (11,212) |
| USA | (653) | Dominican Rep. | 17,754 |
| Spain | 71,565 | Switzerland | 135 |
| France | (369) | Venezuela | 3,900 |
| Greece | 42 | Vietnam | (22) |
| Total | 143,480 |
(1)The above table groups together Group companies according to the country in which they have their effective address. This grouping is not the same as that of their registered office.
Taxes on companies satisfied or paid in 2019 are shown in Table B, broken down by jurisdiction.
| Country | € thousand | Country | € thousand |
|---|---|---|---|
| Germany | 4,266 | Italy | (18) |
| Argentina | 20 | Luxembourg | 787 |
| Bulgaria | 100 | Mexico | 11,993 |
| Costa Rica | 57 | Netherlands | (80) |
| Croatia | (385) | Peru | |
| Cuba | 398 | United Kingdom | 1,166 |
| USA | (173) | Dominican Rep. | 4,915 |
| Spain | 5,330 | Switzerland | (251) |
| Indonesian | 43 | Venezuela | |
| Total | 28,257 |
The total amount of taxes paid appears in the Cash Flow Statement and the Consolidated Annual Accounts.
Following the incorporation as a significant shareholder of Global Alpha Capital Management Ltd, as of December 31, 2019, the Meliá Hotels International shareholder structure is as shown in the graph on the right.
Shareholder remuneration policy aims to offer an attractive, predictable and sustainable dividend over time. This policy is compatible with the maximum priority of ensuring a sufficient amount of resources to guarantee investments for the future growth of the company and value creation.
In line with this policy, in July 2019 the dividend paid out for the 2018 fiscal year was 0.1830 euros per share, a 30% payout. This was an increase of 8.9% over the amount paid in 2017.
In 2019 our shares lost 4.3% of their value while the Ibex 35 grew by +11.8%.

EVOLUTION OF SHAREHOLDER
REMUNERATION (€ M)


| 2019 | 2018 | |
|---|---|---|
| Number of shares (millions) | 229.70 | 229.7 |
| Average daily volume (thousands of shares) | 623.87 | 724.36 |
| Maximum price (euros) | 9.18 | 12.66 |
| Minimum price (euros) | 6.93 | 7.96 |
| Final price (euros) | 7.86 | 8.21 |
| Market capitalisation (millions of euros) | 1,805.44 | 1,885.84 |
| Dividend (euros) | 0.183 | 0.17 |
SHARE REPURCHASE PROGRAMME
During its meeting of October 17, 2019, the Board of Directors of Meliá Hotels International S.A. agreed to buy back some of its own shares to reduce share capital subject to the capital reduction agreement adopted by the General Shareholders' Meeting held in the first half of 2020.
The programme is being carried out under the following conditions:
At the end of 2019, the amount acquired under the programme stood at 12.1 million euros, representing 1,621,057 shares.



22
Analysts cover us

7

Responsible Supply Chain
People
Occupational Health & Safety
Human Rights
Society
Stakeholder relationships
Corporate Responsibility

GRI 201-2; GRI 302-4; GRI 302-5;
"The tourism industry has to play a key role in helping mitigate the effects of climate change, assuming ambitious commitments with regard to the decarbonisation of its activity and promoting sustainable behaviour among travellers and tourists"
The current climate emergency requires companies to make ambitious commitments, as seen during the COP25 summit held in Madrid in December 2019.
Meliá is well aware that society not only requires us to provide first-class service, but also to provide a responsible and sustainable service committed to the preservation of the planet. We have therefore set ourselves the challenge of becoming an international benchmark for excellence, responsibility and sustainability.
Our commitment is especially relevant given the nature of our activity and the importance of tourism to the world economy, as well as our high level of dependence on social and environmental factors such as the climate and natural resources.
"Meliá achieved 100 points out of 100 in the SAM Corporate Sustainability Assessment made by S&P Global (CSA 2019) for its approach to climate strategy and its performance in this area"
In 2019, the top position achieved by Meliá in the Corporate Sustainability Assessment made by SAM (S&P Global), an international sustainability rating agency, placed us at the forefront of international efforts focused on sustainability.,
2019 was an intense year in regard to the adoption of measures and implementation of plans and actions that allow us to help combat climate change and its effects, following the public commitments we already made in 2015 after COP21 in Paris and in line with our own 360º Environmental Management Model.

Our strategic approach to environmental matters also requires that we include clear plans related to the 2030 Agenda Sustainable Development Goals into our management, given the way our industry both contributes to and is affected by climate change in a major way. We aim to play a relevant role in the travel industry's response to this situation, inspiring the rest of the industry to play a leading role in the global response to climate change.
We are committed to a hotel management model that makes progress towards decarbonisation, energy and water efficiency, the circular economy, and the direct involvement of our stakeholders, with a model based on innovation and impact measurement supported by our Environmental Policy.

We are aware of the challenges we face and have therefore designed a roadmap with the following commitments:
Note: The structure of the following information follows the guidelines of the Task Force on Climate-Related Financial Disclosures (TCFD), an initiative designed to promote voluntary financial disclosure on a consistent, comparable, reliable and clear basis to provide useful information for decision making.
Leadership of the fight against climate change requires us to constantly observe our economic, social and environmental context, and the impact of our activity and the risks associated with climate change.
In recent years, the growing concern about the impact of human activity on the planet and the climate have become increasingly important. We have also seen how different media and scientific organisations are already talking about a climate emergency and the need to take immediate action.
The Report of the Intergovernmental Panel on Climate Change (IPCC) published in October 2018, declared an urgent need to take action and to extend the need for direct involvement to society as a whole. In fact, the motto of COP25 was precisely "Time to Act".
The main conclusion of the report was that the global temperature increase should be limited to 1.5 degrees Celsius in order to avoid risks arising from the increase in greenhouse gas emissions, emphasising how companies can contribute directly by moving forward with the transition to a carbon-neutral economy.
At the same time, financial markets are warning about the new context that the impact of climate change will bring to different areas. It is therefore increasingly necessary that we have appropriate, measurable and comparable information that will help influence future business and investment decisions.
In order to reinforce and improve the management of non-financial information, and in line with the recommendations of the CNMV Unified Code of Good Governance, in April the functions of the Appointments Committee and Remuneration were extended to include, among others, the supervision and assessment of compliance with the Meliá sustainability strategy, mainly in relation to social, reputational and environmental issues.
Specifically, the Committee will reinforce the cultural transformation under way at Meliá with regard to the environment, strengthening the management of risks and opportunities associated with climate change, applied innovation, improvements in environmental management and investment, among other aspects.
Similarly, and following best practices, in November 2019 the Appointments and Remuneration Committee agreed to change its name to the "Appointments, Remuneration and Corporate Social Responsibility Committee". This change will be formalised in the Regulations of the Board of Directors and in Bylaws in the first half of 2020.
Nowadays, the impact of climate change is one of the most important aspects in assessing the performance of organisations, due to changes in the consumption of products or services and the growing expectation that companies should have a sustainable value proposition.
That is why Meliá is working on adapting our value proposition to these new patterns, also encouraging changes in the travel industry with regard to sustainability and converting the current context and new demands into opportunities by redesigning our current concepts or creating new sustainable concepts that will reinforce our brands and allow us to achieve our business objectives.
In 2019 we have carried out an analysis of the risks and opportunities that the effects of climate change could cause to our global operation. The analysis distinguishes whether these risks or opportunities are driven by regulatory changes, physical changes caused by the climate or other aspects related to climate. It also places a special emphasis on the climate changes in areas such as the Mediterranean or Caribbean, both areas in which the company has a greater exposure.
The analysis identified the short, medium and long-term risks resulting from the direct effects of climate change (physical risks) or from regulations and other expected changes (transition risks).

With temperatures becoming more extreme in summer, particularly affecting areas such as the Mediterranean or Caribbean.

Climate degradation
Meliá understands serious physical risks as the loss of attractive tourist destinations due to significant changes in temperatures, rainfall and/or seasons and to climate degradation in areas previously attractive to tourists, which may result in loss of revenues for hotels located in these areas.

Extreme weather events can greatly affect hotel assets, resulting in damage to facilities and equipment, inadequate supplies due to effects on the source of water, electricity, raw materials, etc., and/or the loss of business.

With the consequent risks to the supply of quality services to our customers. Similarly, they may also lead to increases in operating costs due to limited access to such resources.

By vectors such as mosquitoes or other insects from more humid and temperate zones.

Caused by natural phenomena (floods, droughts, salinity of fresh water supplies, etc.), which generates an increase in operating costs for hotels located in the affected areas.

on climate change and resource management

Tax increases
Extension of emission rights
costs.
New certification standards
and/or certificates for products and services which show a company's commitment to environmental issues and which could place Meliá in disadvantage with regard to competitors.

Changes in customer behaviour
and in the demand for a business model which is more sustainable and responsible with the environment.

Situations that may have an impact on the reputation of the company.

in buildings and facilities. The adaptation of existing buildings or the construction of new buildings may require significant investments to be made in a short space of time.
In order to ensure optimum management of future risks, we understand that we have to act in advance and plan to reduce any impact that may affect our management. That is why we constantly monitor climate risks and how they can affect our activity and supply chain.
We are currently working on the following areas:
The analysis of the risks caused by climate change context and current trends in numerous associated dimensions allows us to detect new opportunities for the business.
The application of taxes to carbon generation may imply significant operating costs. Implementing energy efficiency measures helps reduce financial costs by reducing emissions.
The initiatives we have supported to reduce emissions caused by our activity, as well as the different actions taken to mitigate emissions are detailed in the section on Projects focused on mitigation and adaptation to climate change.
Although new energy efficiency rules or regulations may require new investments or reforms in our assets, they may also create opportunities to improve or optimise operational processes and to achieve financial savings through even more efficient use of energy and water.
Although new energy efficiency rules or regulations may require new investments or reforms in our assets, they may also create opportunities to improve or optimise operational processes and to achieve financial savings through even more efficient use of energy and water.
Our focus on the certification of product and service management systems is currently a competitive advantage for our hotels. Having an external expert endorsement based on regulations or specific legislation reflects and confirms our tangible, rigorous, measurable and focused commitment to constant improvement. In a context in which travellers are more informed and aware about climate change, they can also have a positive influence on their purchasing decisions and behaviour during their stay. On the other hand, the positive impact on our reputation as a result of the rigour required for certification helps boost our position as a benchmark and driver of change in the industry and generate a greater degree of confidence.
After the redefinition in 2018 of our sustainable tourism certification strategy, we now prioritise international certification bodies approved by the Global Sustainable Tourism Council (GSTC). Having external recognition provides consistency to our approach, verifies the progress made in meeting our goals and commitments, and gives us a suitable benchmark to continue finding areas for improvement.
In 2018, we consolidated the certification of our energy management system under the criteria of the ISO 50001 standard, validating our proposal for particular courses of action to take and targets to set, together with an exacting approach to monitoring energy and managing indicators to ensure both that we meet our objectives and that we identify corrective actions and aspects of continual improvement that need to be implemented.
In 2019 we have taken another step forward and begun the certification of our Environmental Management System under ISO 14001 criteria. Making progress in this area will allow us to identify, prioritise and manage environmental risks in the hotel activity, optimising compliance processes and the use of raw materials, among others.


SUSTAINABILITY CERTIFICATIONS

hotels in process
Our experience in this area is behind our constant analysis of the impact that the new context caused by climate change will have on our activity, allowing us not only to identify risks and opportunities, but also be in a position to quantify the economic and financial impact of different scenarios.
In 2020, we will review the main risks and opportunities we face based on the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), adding climate change variables to management and decision making and particularly focusing on areas with a special climate interest such as the Mediterranean or the Caribbean.
We support practices that contribute to the efficient and responsible management of the impact of our activity, including training people and raising their awareness.
All the projects we have supported and described in this report have specific metrics to measure their environmental impact and define action plans to mitigate, reduce or manage the impact within the hotel activity itself.
As we are aware of the climate risks, we have decided to align our greenhouse gas (GHG) reduction objectives with climate science and the Science-Based Target (SBTi) initiative.
This is another step towards achieving the commitments made after COP21, reinforcing our leadership in combatting climate change, reducing GHG and helping ensure global temperatures do not rise by the more than 1.5°C agreed at COP21 in Paris.


OBJECTIVE 2035 (SBTi)

In 2019, SBTi has assessed and approved our greenhouse gas reduction objectives and endorsed our commitment to a low-carbon economy. The calculation methodology is based on the GHG Protocol (WRI & WBCSD), widely accepted internationally, and an audit of our Carbon Footprint Calculation in accordance with the ISO 14064-1 international standard.
The calculation limits included the recalculation of our emissions inventory and GHG emissions, having been verified by an external audit in accordance with the International Standard on Assurance Engagements other than Audits or Reviews of Historical Financial Information" (ISAE 3000 Revised).
Since 2019, all the programmes designed to reduce Meliá's environmental impact include the calculations validated by SBTi in the definition of objectives and action plans.
Since 2007 we have employed an energy management system that collects data on consumption in all of our hotels worldwide. The system is called SAVE, and has evolved in recent years to include the measurement of 76% of the consumption of hotels in our portfolio.
The project was designed by our in-house engineers and allows us to measure consumption in hotels, guaranteeing the identification of opportunities for improvement and monitoring progress towards objectives of energy and water use and waste management.
This data helps us define our Scope 1 and 2 GHG emission reduction strategy and adapt our action plans.
This year we have made progress in the project to measure Scope 3 emissions and provide information on all categories relevant to our activity, such as Purchased Goods and Services and Capital Goods.
Increasing the use of renewable energy with a guarantee of origin is one of our objectives in the decarbonisation of our activity. 100% of the energy currently used in countries such as Spain, Italy, France, the United Kingdom and Germany is certified green energy.
The growing demand for more sustainable products and services led us to offer our MeliáRewards members the chance to get directly involved in emission compensation, being the first hotel company in the world to do so.
In 2019 we signed and announced during COP25 an agreement with ClimateTrade, a Spanish start-up company and international leader in environmental blockchain technology, which allows the online compensation of emissions in a simple, direct and certified way, eliminating intermediaries and extra costs and enhancing trust and security.
As of the first quarter of 2020, MeliáRewards members can thus redeem points for carbon credits certified under international standards and assign them to support sustainable projects that develop, protect and conserve natural ecosystems. These carbon credits and the projects for which they are used have the endorsement and certification of the highest authorities, the UN CDM Registry and the Verified Carbon Standard (VCS).
We support sustainable mobility as an attribute that already forms part of our sustainability positioning, raising awareness among our customers and introducing them to this trend while also promoting responsible behaviour towards the environment from our hotels.
We have joined Audi in promoting the benefits that sustainable mobility provides, and several of our hotels already offer guests the chance to enjoy driving the new 100% electric Audi e-tron.
To facilitate the use of electric vehicles by customers, we will also continue to add new charging stations in our hotels in Spain to create a solid network of charging infrastructure that encourage this form of sustainable mobility and complements alternative services such as the rental of bicycles and electric scooters.

According to the Meliá SGE, hotels with less than one year of consumption are not included

| CONSOLIDATED | |
|---|---|
| Scopes (tCO2 ) |
2019 |
| Scope 1 | 37,069 |
| Scope 2 | 81,923 |
| Scope 3 | 367,565 |
| Total | 486,557 |
| AGGREGATED | |
| Scopes (tCO2 ) |
2019 |
| Scope 1 | 50,262 |
| Scope 2 | 120,386 |
| Scope 3 | 410,887 |
* Historical evolution in Annexes
The reduction of our environmental impact, sustainability and respect for the environment are present from the very beginning in all of our hotel projects to help contribute to combatting climate change at the operations level.
Raising our sustainability standards requires actions on different levels of technical and sustainable management, focusing on investments based on efficiency and financial impact to reduce emissions and ensure the economic and technical viability of our projects. To achieve this we increasingly rely on technology and digitalisation.
As part of our digitalisation and process optimisation project, in 2019 we sought innovative technological solutions to monitor and digitise data related to all our energy and water use.
Within the framework of our SAVE energy management system, certified under ISO 50001 criteria, in 2019 we carried out an ambitious investment plan to optimise our hotels' energy resources.
Based on artificial intelligence which uses algorithms and data on aspects such as outdoor temperature and occupancy levels, the CO2PERATE Project will provide hotels with technology that uses artificial intelligence to remotely monitor and control air-conditioning systems.
The project aims to improve the energy efficiency of our assets, improve coordination and cooperation between the areas involved in energy management and use and guarantee agility.
It involves monitoring 80% of our electrical energy installations to provide a constant analysis of their energy performance, allowing the identification of improvement opportunities and energy-saving measures, the prioritisation of their implementation and the subsequent verification of the savings achieved.
The objective of the action plan defined for CO2 PERATE is to guarantee constant improvement in our energy management system and feedback on investments in the company's management system.
5-YEAR PROJECTION (110 HOTELS)
€14.1M Net Savings (after costs)
3.3 M Saving in tree equivalent
Water is a unique resource that supports many of our services and activities. As a leading hotel company, part of our success depends on guaranteeing access to water, ensuring sustainable and efficient water management and responsible water use. We are very much aware that without water, tourism would not be possible.
The 2030 Agenda and SDG 6 are vital reference points that indicate the importance of supporting tourism that takes care of and protects the water resources that are fundamental for the maintenance and development of human activity.
In 2019, we carried out a water stress analysis, analysing the water cycle in our hotels to assess associated risks and opportunities, learn more about the impact of our activity, and define metrics that measure water use in our activity in order to drive more efficient and responsible consumption.
We used the WRI Acueduct tool to identify the hotels located in areas at risk of water stress and also to get relevant information on the quality and availability of water in these destinations. The result of the analysis shows that 28% of our portfolio is located in areas with high water stress.
This has therefore helped us to identify opportunities to create action plans that ensure best practices in water use, consumption and disposal in each of our hotels, with a special emphasis on those hotels located in areas with a high risk of water stress.
This exercise has also allowed us, for the first time, to take part in the Carbon Disclosure Project Water (CDP Water), enabling us to adapt our water management roadmap in the short, medium and long term.
Our ultimate goal is to be in a position to define a specific water management strategy based on a constant flow of information and action plans that guarantee a responsible water consumption model.
The generation of waste is one of the biggest problems related to the preservation of the planet, and is a direct cause of major environmental problems such as ocean pollution due to waste plastic. It is therefore an obligation that we ensure appropriate waste management.
Our objective is not only to manage the waste generated by our activity, but also to prevent it being generated, increasing recycling and reuse, and promoting a more circular economy and more prudent use of natural resources.
Our waste management practises are aligned with the guidelines defined by the European Commission on the circular economy, among which are:

| GRI 306-2 | 2016 | 2017 | 2018 | 2019* |
|---|---|---|---|---|
| Total waste generated (Tn) | 31,742 | 28,993 | 34,408 | 34,549 |
| Total waste removed | 20,886 | 15,476 | 15,098 | 19,596 |
| Waste generation per stay (kgs) | 1.45 | 1.33 | 1.54 | 1.57 |
| Portfolio with selective waste collection (%) | 34.2% | 46.6% | 56.2% | 56.7% |
* In 2019 Meliá updated the emission factors according to DEFRA (UK Government GHG Conversion Factor for Company Reporting).
The optimisation of waste collection processes is an important challenge for society and can lead to significant savings in costs, resources and materials, with a positive impact on the environment.
In 2018, together with WDNA, a local start-up specialising in waste management technology, we set ourselves the challenge of monitoring the waste generation in our hotels to facilitate its reuse and recycling.
We have started a pilot programme in two hotels to monitor different types of waste. Containers for collecting glass, paper, cardboard and organic waste have been fitted with sensors that allow real-time measurement of variables such as weight, movement, temperature and internal and external waste volume to generate a number of different reports.
Analysis of this information will allow us to learn more about workflows related to hotel occupancy, adopting practical measures to improve the selective collection of waste and identify measures to reduce certain types of waste, such as, for example, food waste.
Shared Commitments - Meliá and Diversey are strongly committed to sustainability to improve life in the communities in which they operate and generate shared value. We believe that cooperation with partners is a fundamental asset to make the world a better place.
The project - How do we achieve this objective? - Recycling soap residue allows it to be reused if properly handled. Recycling is taken care of by our partner, Diversey, a global hygiene and cleaning solutions company, following a special process that guarantees product hygiene with no water or energy use. The local community take part directly by working for the project. This means that in addition to reducing environmental impact and improving basic hygiene, the project also creates employment opportunities.
Key aspects of the project - Soap is collected from our hotels that take part in the Soap for Hope™ programme and taken to a centre where local workers process it using an innovative but simple cold press technique that requires no water or energy.
This method uses a 120g or 500g soap press designed by Diversey to create the new bars of soap. All the processes are carried out by local NGOs which employ disadvantaged local community members to do the work, providing a livelihood to people who would otherwise have no opportunities.

Hotels active since 2017
Countries in Asia & Caribbean
Hotels in process of implementation
Secretary and Independent Director
Plastic is one of the world's biggest problems. The 2030 Agenda and our day-to-day experiences confirm this. Our industry is closely related to biodiversity and the sea, and can therefore not ignore this global problem. We have to make important changes to help reduce plastic pollution, especially in many key travel destinations that do not have sufficient or appropriate capacity and infrastructure to correctly manage, treat and eliminate plastic, and where social priorities are also different. This means that companies have to make an extra effort and special commitment to make a positive contribution not only to the elimination of plastic, but also to reduce their dependence on plastic.
In this respect, in 2018 we announced an ambitious roadmap to drastically reduce the amount of plastic waste generated by our activity. We defined a comprehensive global plan with direct action from the very beginning. Our suppliers have played a key role in this plan thanks to their capacity for innovation, the supply of appropriate alternative products, their adaptability to our requirements and the commitments they share with us.
Our global and operations teams have also made an excellent job of quickly defining new hotel and non-hotel products and brand attributes, making changes and proposing alternatives which are compatible with the guest experience we offer and also consistent with our commitment to reducing plastic pollution.
Without a doubt, this is a factor we consider critical given that the challenge had to involve our customers and guests. We sent them a very clear message about what we were doing and the reason that we had decided to act in this way. It is important for us that our customers are aware of and get involved in our commitments, which they also share, in views of the changes we are seeing in the patterns of domestic consumption worldwide.
Not only has acceptance been very positive, it has also allowed us to strengthen our management systems due to the urgent solutions we have had to find to problems we have encountered along the way, especially in destinations where progress is more difficult given the scarcity or total lack of suppliers able to respond to our needs. This challenge required a rigorous exercise of management, coordination and company-wide implementation to meet the public commitment we made in 2018. The evolution of the plan is generating very positive results that we will make public in the first half of 2020. There remains plenty of room for improvement, given that combating the excessive use of plastic in tourism is not just a fashion or a trend, but rather a necessity.
GRI 304-1; 304-2
Our activity can influence biodiversity in the destinations in which we operate. For this reason, and in line with SDG 15 in the 2030 Agenda, we have implemented mechanisms and projects within a biodiversity management model to reduce our impact and protect biodiversity. The 2018 Integrated Report describes the type of actions the model contains, with a special focus on the 50 hotels in our portfolio located in protected or endangered areas. The identification of these protected areas was carried out according to the criteria that Protected Planet defines in its World Database on Protected Areas, an open information platform for existing protected areas to enhance decision-making based on information, policy development and business planning and conservation, that companies can use to identify biodiversity risks and opportunities.
The model also includes negative aspects or risks that may affect the environment and the measures to be implemented to minimise their impact:

In 2019 we began a project with the Marine Fauna Recovery Centre run by the Palma Aquarium Foundation (Mallorca, Spain), managed by the Consortium for the Recovery of Fauna in the Balearic Islands, to help protect the loggerhead turtle (Caretta Caretta), an endangered species as a direct consequence of climate change and human activity. Meliá is particularly sensitive about this cause given the proximity of its hotel activities to the natural habitat of the turtle.
Global warming is strongly affecting sea turtles, causing their displacement to cooler areas for nesting. Spanish beaches are cooler than Caribbean beaches and have seen the number of nests double with a forecast that they will continue to increase in the future.
The project has focused on biological research on turtle behaviour in different locations where Meliá operates hotels: Caribbean and Cape Verde.
Meliá has financed the stay and training of a biologist from the Palma Aquarium Foundation in nesting areas in Cape Verde to allow him to later manage actions designed to safeguard nesting areas in the Balearic Islands and also combat the causes behind the loss of biodiversity.
The collaboration also includes turtle habitat clean-ups and the distribution of environmental information, as well as training by Palma Aquarium experts for employees and suppliers with regard to protocols and awareness-raising activity programmes

| Impact or risk | Preventive measures | |
|---|---|---|
| Construction, renovation & operation |
• Alterations to the natural environment such as changes in soil use, deforestation, changes to water resources, soil degradation, water deficit stress, contributing to the loss of coral reefs in the area, etc. |
• Compliance with applicable urban planning and environmental regulations • Hotel design and construction manual with integrated sustainability criteria • Certified Energy Management System (ISO 50001) and Certified Environmental Management Systems (ISO 14001) |
| Use and management of consumables and natural resources |
• Contamination of soil, subsoil and sea water due to poor management of chemicals, fertilisers, pesticides, waste or sewage |
• Compliance with applicable urban planning and environmental regulations • Impact of inappropriate, excessive or unjustified use of natural resources in the destination • Responsible supply chain and acquisition of chemicals with low environmental impact • Training in waste management • Leakage management and safety protocols • Plastic reduction programmes • Investment in efficient energy and water equipment • Energy efficiency measures and raising awareness among employees and customers • Certified sustainable hotel management model |
| Emissions and externalities affecting the environment, flora and fauna |
• Emission of pollutants that are toxic or harmful to the atmosphere, as well as chemical-based atmospheric pollutants • Sound, light or electromagnetic radiation pollution: artificial light, vibrations or noise generated by a hotel which can affect the life cycle of different species and their habitat. • Greenhouse gas emissions as a result of the hotel activity |
• Compliance with applicable environmental regulations • Constant monitoring of energy resource consumption (SAVE) • Investment in efficient energy and water equipment, infrastructure and low-impact systems • Carbon footprint measurement • Efficient lighting systems with a low-energy and light impact • Customer awareness about respect for local flora and fauna |
| Flora & fauna | • Introduction of invasive exotic species which can cause serious damage or imbalances in the local ecosystem • Alteration of local flora and fauna due to the number of people and inappropriate behaviour in high-value biodiversity areas |
• Design of gardens and wooded areas that respecting local diversity • No use of native animals or species as part of the hotel offer • Protection of local animals and plants and ecosystem recovery and cleaning actions • Customer and employee awareness about respect for local flora and fauna • Protection and conservation projects: partnership with Palma Aquarium |

4 Reduce emissions by 51% in scopes 1 and 2 and 21% in scope 3
GRI 102-9; GRI 308-2
Meliá Hotels International has a permanent commitment to promote responsible and sustainable supply chain management and build long-term relationships with suppliers based on ethics, transparency and trust.
Integrated supply chain management is based on a body of regulations comprising the Procurement and Responsible Services Contracting Policy, the Supplier Code of Ethics, the Procurement Regulation and other company policies and regulations.
| Related SDGs | The Meliá contribution | ||
|---|---|---|---|
| MAIN FOCUS | |||
| Objective 12: Guarantee responsible consumption and production |
Meliá ensures that its sustainability standards and requirements, including social, environmental and good governance criteria, apply to all of its suppliers. The company is therefore committed to innovative and comprehensive management of the supply chain to contribute to the development of a responsible business model. |
||
| SECONDARY FOCUS | |||
| Objective 16: Peace, justice and solid institutions |
Meliá believes that sustainable development is only possible in a collaborative | ||
| Objective 17: Partnerships to achieve objectives |
environment in which all the relevant players in the value chain work hand in hand with a relationship based on cooperation and transparency. We have strategic partnerships not only with suppliers, but also with other stakeholders such as public institutions and NGOs, among others. |
Our main objective is to promote a sustainable global supply model, minimising purchase, storage and distribution costs in all our hotels, while guaranteeing the quality standards defined by the company and our internal and external commitments. The inclusion of ESG criteria (environmental, social and governance) in the supply chain ensures operations which are responsible with the environment and strengthens our long-term relationship with suppliers.
The strategy is based on five principles which help us optimise performance and minimise the associated risks:
4 Manage a centralised procurement system based on volume aggregation, operated under a flexible management model adapted to regional, local and brand needs.
To assess the degree of risk that our main suppliers have in relation to environmental, social and governance criteria, we conducted an ESG risk analysis including issues related to human rights, occupational health and safety, talent, diversity, vulnerability, ability to adapt to climate change, availability of natural resources, biodiversity, institutional relations and corruption. The analysis gives us greater visibility on the risks to which we are exposed in countries where we operate and allows us to take the measures required to anticipate these risks should they ever occur.
Selection of specific issues and indicators that determine the degree of risk in the ESG issues identified
Analysis of the results for each of the indicators to obtain risk indicators for each country
In line with the Meliá principles and values, greater weight has been assigned to risks associated with human rights, occupational health and safety and corruption
Application of percentiles to country risk levels to map countries depending on their risk

Based on this analysis, a process for identifying critical suppliers has been defined based on three criteria: purchase volume (minimum 1% of total centralised purchases), ESG risk data by country (location of the main procurement centres) and product family (with the food and beverage family considered the most critical as the expiry of products may affect customer health).
43 Critical Tier 1 Suppliers
5,211 Tier 1 Suppliers
170 Critical Non-Tier 1 Suppliers
GRI 412-3; GRI 414-2
Supplier selection is based on technical, financial and sustainability criteria using a rigorous and transparent process which ensures the selection of the best possible suppliers, aligned with our principles, values and public commitments. All suppliers must also sign a specific clause recognising their awareness of our requirements and commitments and promising to support them, assuming the right of the company to audit their compliance and progress. All suppliers must also accept our Supplier Code of Ethics, or if they have their own Code, sign a Conformity Statement which guarantees alignment with the principles in our Code.

Comply with legislation


Do not tolerate slavery
Fair wage Respect for the environment
Suppliers with signed Sustainability Clause

Prohibition of child labour
2020 Objective Suppliers with signed Sustainability Clause

Non-discrimination Responsible supply chain
Suppliers with signed/ accepted Code of Ethics

Do not tolerate abuse or coercion
Freedom of opinion and association
2020 Objective Suppliers with signed or accepted Code of Ethics

As part of the process to constantly improve supply chain management, Meliá carries out regular assessments of its suppliers to measure their sustainability performance. The main objective of the assessment is to evaluate the sustainable performance of suppliers, propose improvements to ensure alignment with our strategy and public commitments, and incorporate the results into our supplier selection and contract renewal review process.
We are supported in the process by EcoVadis, an international leader in ESG assessments, and responsible for carrying out the assessment with the appropriate due diligence. This assessment uses an online platform and questionnaires adapted according to the size of the company, the country or the industry in which it operates, following global standards such as the United Nations Global Compact.
At the end of the assessment process, Eco-Vadis prepares results which contain the rating, strengths and areas for improvement of suppliers, aiding the company to define corrective measures to guarantee sustainable supply chain management and alignment with our strategy. Meliá's performance in this area led us to be included in the Gold category by EcoVadis.
This process was previously carried out internally using a sustainability questionnaire that was completed by suppliers. From 2019 onwards, and in line with the company digitalisation process, the assessment will be carried out using this platform.

(*) Includes suppliers assessed under the previous system (sustainability questionnaire)
In 2019, Meliá Hotels & Resorts, the flagship brand of the Meliá Hotels International group, announced a new agreement with Rituals which made it the new supplier of bathroom amenities for hotels in Spain and EMEA. The partnership supports the responsible positioning of the company and the commitment of the brand to the well-being of customers, and foresees the elimination of all singledose plastic containers for bathroom amenities and their replacement by 300ml eco-pump dispensers containing around ten times more product and using far less plastic.
This measure is estimated to avoid the use of more 33,600kg of plastic in bathroom amenities, equivalent to a reduction of 42% in plastic waste and avoiding the emission of more than 72,000kg of C02 into the atmosphere.
All the other bathroom articles (brushes, combs, etc.) have also been replaced by ecological alternatives made with 100% organic and compostable materials with packaging made of recycled cardboard. These products are provided on customer request should they wish to consumer more responsibly.
"We aim to improve our guests' experience with superior quality products that also help us reduce our environmental footprint. The partnership with Rituals is inspired by its innovative nature and commitment to the environment, thus meeting two fundamental Meliá criteria: sustainability and excellence"

In 2020, we plan to continue with our commitment to eliminate plastics in our INNSIDE by Meliá hotels, replacing all plastic packaging, not only in bathroom products, but also in food and beverage services, reducing consumption by more than 2,600kg, equivalent to 50% of current plastics use.

* The target for 2020 was 90%
Supplier portfolio Local supplier
portfolio

127 MELIÁ HOTELS INTERNATIONAL I CONSOLIDATED MANAGEMENT REPORT AND ANNUAL ACCOUNTS 2019 Mr. Luis María Díaz de Bustamante y Terminel
Germany 15,584,489
F&B Services Equipment Other

Our employees are the fundamental drivers of unforgettable and unique customer experiences, delivered through excellent service, friendliness and warmth to help maintain our industry leadership. The professional development of our employees is therefore at the heart of our approach and, as a company, we aspire to assure we deliver to our employees the specific brand promise of each of our brands.
This commitment is reflected in our Human Resources Policy.
The company's previous Strategic Plan began a process of cultural transformation that has reinforced our comprehensive people management model, our efficiency, productivity and competitiveness, all driven by the commitment and pride of belonging of our people.

Since then, we have worked on achieving this objective, promoting internal talent, generating opportunities for development and improving skills and competencies in an increasingly digital context that requires us to introduce new roles and functions to ensure we are more competitive. This allows us to face new and increasingly demanding and variable trends in the best possible conditions, while also being able to respond to our employees' expectations.
The new digital age requires that we continue to make progress in integrating new tools and skills that allow our people to evolve and adapt to the new business environment. To optimise their performance in an ecosystem that requires new skills, we support our team and inspire them to understand the key role they play in this change process while responding to their needs for development and growth.
"Meliá scored 97 points out of 100 for its human capital development model in the SAM Corporate Sustainability Assessment made by S&P Global (CSA 2019)"
GRI 404-2
Our new management model focused on flexibility and company-wide coordination includes the identification of key roles within Meliá and create company-wide proposals involving both global areas and business units to offer commitments to our people while also personalising the employee experience.
The project defines the basic architecture of the management model, placing each employee within the organisational context, and favouring the resource management and growth opportunities for each of our employees.
Every role defines the required responsibilities, knowledge and competencies that define each profile. The model has allowed us to identify 29 key roles in Meliá, grouped into three families. This has helped simplify people management, facilitating a transparent and transversal vision of development and training opportunities for each employee.
In 2019 we implemented the model in global areas and started implementation in business units, a process that will be extended throughout 2020.
In line with our corporate motto "Leisure at heart, business in mind", we have made progress in building a recognisable employer brand programme for employees.
In 2019 we launched several campaigns to attract talent (The Dream Chasers) in different areas, and also identify talent through job fairs, universities and social media, among others.
We also launched a new Onboarding programme for all new employees to support transversal training, using different physical and virtual media to allow us to reach all employees all over the world. This allows us to offer a comprehensive induction to Meliá and its values during the first few days of employment.
We continue focusing on talent identification using tools such as the Talent Review and Talent Map. The Talent Review launched in 2019 involves talent strategy meetings with all Meliá areas, allowing us to analyse our needs and define a Talent Action Plan to respond to the following:
Throughout the year we also made progress in implementing our Talent Map, a tool for detecting internal talent with mobility and potential for assuming new roles in global or hotel areas. The deployment begun in 2018 in EMEA and America was completed in 2019 with implementation in Spain and Asia.
In 2019, we launched an ambitious project focused on the creating a shared talent bank. 130 hotels in Spain are currently involved, although the project has global ambitions. The pilot project showcases talent currently available in hotels to and brings greater visibility to job opportunities in the different business units, encouraging greater mobility and focusing on the needs real and opportunities detected within the company.
In parallel, we designed and implemented a pilot project in Spain, Cape Verde and Morocco to allow us to measure how our talent contributes to each hotel. Each hotel defines improvement goals to enhance the development and contribution of their teams based on multiple factors to improve development, aligning team development with development potential and company talent strategy.
In an increasingly digital environment, eMeliá is even more relevant in providing employees with opportunities for professional growth, knowledge sharing and constant development with regard to essential Meliá content.


* Investment in training/Personnel expenses

In January 2020, we launched a new technology called Cornerstone to allow us to reach more employees, especially in hotels, and improve efficiency in training management with more and better content, aligned with the current reality of our business and the present and future needs of our employees.
Designed to cover critical talent needs, these programmes aim to compensate the shortage of certain profiles in the labour market or their high demand within our organisation. They are aimed at two specific groups: general staff in the first year of their contract and interns.
In both cases participants have shown significant motivation with regard to opportunities to occupy positions of greater responsibility within the global organisation.
The two programmes launched in 2019 were:
For training programmes in corporate areas, we continue to enhance talent pools for directors and managers, focused on meeting our internal talent needs and identifying the critical profiles we will need in the future.
Designed in 2017, the project has involved more than 1,000 people in four groups with different training schedules. It began with a competency assessment in digital skills and continues with technical training adapted to each employee profile to support the digital transformation of our sales teams through empowering participants in bringing about change.
2018 saw the completion of the accompaniment and immersion phase, and in 2019 training of the entire group was completed.
Key to the success of this programme was managing to generate the necessary trust among participants to allow them to feel like participants in the change process and overcome their fear of using new technologies in their professional development.
The methodology used in the accompaniment of the entire group will be exported to other areas as part of the digital transformation process in which we are all immersed.
Enhancing our internal communication is essential in such a dynamic business environment. We have therefore launched a new global employee portal with more modern look and feel and adapted to different user profiles. The usability of the site allows our employees easy access using different devices to Meliá news, processes, manuals, personnel information, etc. and also allows decentralised content management.
The portal is also a work tool, and allows users to create communities to share best practices and knowledge and thus improve their own experience as an employee. In this 2019 we have launched two functional communities: Revenue Management, Sales & Marketing.
This is a digital internal communication tool that aims to be more participative, attractive, and more widely used, thus reflecting the increasing internationalisation and diversity of the company. An example of this was the launch of a new weekly "newsfeed" which has quickly become the key tool for distributing content. The newsfeed provides greater relevance and visibility to all the areas of interest to employees, presented once a week in a simple format and using simple language that reflects the company hospitality culture.
The company also launched the Communication and Accompaniment Plan for the new Strategic Plan, an essential tool in change management which aims to promote the knowledge and training required as well as constantly raising awareness and motivating employees to get involved throughout the different stages of the plan.

Executive Graduate Programme participants
Finance and Revenue Programme participants

Corporate Talent Pool participants
As part of the digital transformation process, and to allow real-time access to and management of information on our people, we have developed Glow Input. This is a tool which collects and monitors employee data in all hotels as a complement to our ERP systems.
After monitoring more than 200 hotels in 2019, the information the system provides allows us to better manage data and indicators, and make decisions quicker and more effectively, as well as being a great internal benchmarking tool for human resources management.
Our diversity is one of the values which help us build loyalty and attract talent to a company in which different genders, cultures, generations, profiles and skills coexist. Meliá has employees with more than 155 different nationalities, the most prominent being Cuban (26.23%), Spanish (22.78%) and Dominican (10.92%). We have employees with many different profiles, including 138 people with disabilities in the consolidated perimeter and 199 in the aggregate perimeter.
To support diversity, we promote equal opportunities, with our Code of Ethics and Human Resources Policy explicitly prohibiting any kind of discrimination, at all times respecting applicable legislation and promoting best practices in people management to help make progress in global management in this area.
Meliá understands that disability management is something that has to be considered for both internal and external customers. Raising our sustainability standards requires us to act at different levels of technical and sustainable management. Our design and construction manuals include universal accessibility criteria such as motion sensors for lighting, wide lifts, ramps, pool lifts, public areas free of any obstacles and specially adapted guestrooms, among others.
The manuals provide our teams with design criteria and standards which must be applied to all renovation projects or new hotels, regardless of their location.
In 2019 we published our second Equality Plan after cooperation with all with our major trade unions and applicable to the whole of Spain. The Plan is an update and enhancement of the 2011 Plan and includes commitments to defend equality in nine areas.
The new plan highlights aspects such as balance and equality in the recruitment of people with disabilities and support for equal training opportunities at all levels of the company. We also have promised to publish the criteria behind different personnel remuneration concepts, introduce psychosocial assessment by gender, and consider gender variables in Occupational Risk Prevention.
The company is a signatory to an agreement with the IUF (International Trade Union for the travel industry) which aims to combat sexual and workplace harassment. We have therefore introduced improvements related to victims of gender violence in matters such as time off work and help in moving house, justification of absences and refuge in hotels, among others.
In terms of work-life balance, the plan improves access to training and promotion and extends facilities for people with children or other dependants, introducing greater flexibility so they can accompany children to school tutorials, visits to the doctor or hospital, greater flexibility in adjusting shifts and the possibility of reaching a mutual agreement with the company to change their working hours during the first year after the birth of a child without the need to reduce the number of hours.
Finally, we are also committed to enhancing communication with regard to diversity and equality. To achieve this, we have created a specific "Equality" section on the new Employee Portal.

44.6%
Women (of the total workforce)
26.9%
Women in management positions (of the total workforce)
Women in junior management positions (of total junior management positions)
Women in senior management positions within 2 levels of the CEO (of the total management positions)
Women in management positions in sales positions (of total managers)
Responding to concerns transmitted by our teams in Corporate Offices in Spain with regard to improvements to work-life balance, in 2019 working hours were adapted to reduce the lunch break and make the start and end of the working day more flexible for employees who need it. Our hotels operations respect the work-life balance insofar as operations allow, defining shifts and holidays sufficiently in advance, respecting labour agreements and the working hours accepted in each of the countries in which we operate.
This pilot engagement programme for 37 employees aged under 30, 20% of the global corporate team of that age, with an excellent performance record and the potential to continue to grow with us.
The main objective is to provide them with a greater vision of the market and help them learn more about the company. Through subjects such as sustainability, their experience as an employee, teamwork, personal effectiveness or digitalisation, among others, we help them have a greater understanding of the reality of the company while also allowing us to share and collect their ideas, comments and feedback in an agile, dynamic and interactive methodology that involves them in the different challenges the company needs to face in the present.
Our goal is to extend the initiative to other regions and hotels worldwide over the coming year.
In 2019, the company reviewed its Human Resources Policy and added its commitment to move forward in this area bearing in mind the challenge this implies for the industry.
To the extent that business activity allows, Meliá recognises and respects employees' rights to digital disconnection outside of the working hours defined by law or convention, respecting rest periods, leave and holidays, as well as personal and family privacy.
Except for exceptional circumstances or reasons of force majeure, the company recognises the right of workers not to respond to emails or work-related messages outside of their normal working hours.
The company will also promote training and actions to raise awareness for all employees about the risks, challenges and best practices related to the use of digital tools.
In 2018 we joined a group of leading multinationals operating in Spain, including as Merck, Mapfre, Vodafone, Repsol, L'Oréal, Mahou San Miguel and Solán de Cabras, BMW, Bankia, PWC, ONCE Social Group and Kreab Spain
to build a Closingap cluster to help promote social transformation in the business world in terms of women and the economy involving close collaboration between the public and private sectors.
ClosinGap has its origin in Healthy Women, Healthy Economies, an initiative launched globally in 2014 by the leading science and technology company Merck, under
the umbrella of the Asia Pacific Economic Cooperation Forum, with the objective of identifying and eliminating barriers that prevent women from developing their full potential in society. Spain is the first country that has adapted the project to extend the experience to circumstances in the European Union.
The platform was created to analyse the economic impact for society in general of women not having the same opportunities as men. Each of the participating companies analyses one of the gaps existing in areas as diverse as health, pensions, digital environment, conciliation and coresponsibility, leisure, tourism, consumption, mobility, education, rural areas or disabilities.
In 2019, six reports were published to provide a vision of the economic impact on Spanish GDP of gender issues and the opportunities that diversity generates for the Spanish economy.
Our participation involved us carrying out an internal survey on the gender gap in Spanish travel and tourism and the corresponding opportunity cost. The conclusions of the survey, among other things, are that gender is a differentiating factor in the effective demand for tourism services.
The report Opportunity cost of the gender gap in tourism was presented in November at an event open to the public at the Gran Meliá Victoria Hotel (Mallorca, Spain).
Female residents in Spain travel 6.9% less than men, although overnight hotel stays are similar.
90% of the trips by both women and men are domestic and hotels are chosen for 22% of overnight stays, followed by residential accommodation.
Female residents make 2.2 million more trips a year than men for personal reasons, in which their average daily expenditure is higher than men, especially because they prefer superior quality hotels.
If men chose hotels in the same way as women, the economic impact would be €258 million a year.
For every business trip a woman makes, men make three. The glass ceiling contributes to this gap, but is not the only cause.
If women made the same number of business trips as men, it would generate up to €2,350 million a year.
When making trips for personal reasons, women use more tourist services, use fewer private vehicles and more shared transport, organise their trips further in advance and use digital channels more frequently to make their bookings.
In addition, they also travel with companions rather than alone, regardless of their age.
We believe it is essential to take nurture and develop our teams and bring in top talent wishing to join a company in constant growth with international development opportunities and a strong commitment to digitalisation.
We aim to attract the best and leverage our reputation, our value proposition and our brand strength to highlight opportunities to talent, wherever it may be.
To help achieve this, we work directly with the most appropriate academic bodies and platforms such as universities and educational centres specialising in areas that are strategic for us, allowing us to enrich our diversity and remain at the forefront of talent recruitment.
Although work directly with local entities is very important for us given the greater proximity to our hotels, we also prioritise long-term relationships with entities and universities that we consider strategic for different reasons.
Our links with universities also imply a commitment to transfer and share knowledge, with company experts keeping students up to date with industry trends. In 2019, we supported the Capstone project, a ten-month global project in which five young people trained at the Lausanne Hotel School, the Polytechnic in Hong Kong and the University of Houston, came to Spain for three months to complete their Master's degree final project working on a challenge set by Meliá to enhance hotel performance by combining revenue management and business intelligence (BI), with the support of the Meliá Revenue Management, Brands and Strategy teams.

+300
Academic agreements
+40
Presence at Trade Fairs and employment events
Strategic universities (95% with cooperation agreement)
33%
Interns hired in global corporate areas
Together with key partners we aim to generate shared value for society. We pay special attention to people at risk of exclusion within the framework of our global Corporate Responsibility strategy, one of the basic foundations of which is social employability.
Our strategy is aligned with the 2030 Agenda, which we aim to support by working directly on SDGs 4, 8, and 17, offering training opportunities to stimulate economic and social development in an egalitarian and non-discriminatory way together with partners who share our commitment.
The demand for employment can also find an excellent talent pool in the social sector which we aim to help support by working together with leading organisations to activate projects focused on boosting employability and the integration of people at risk through the improvement of their skills and abilities above and beyond technical and theoretical training.
PEOPLE BY TYPE 2019
We share our knowledge, spaces and a real learning environment with them and, for many of them, a real opportunity to work. Along these lines, we are working together with the La Caixa Foundation to integrate people at risk in the workplace through the Incorpora Programme.
Our partner is the leading foundation in Spain and the third largest in the world by asset volume, and an international leader in social and cultural management and research.
Since 2018 we have been working with them on the Incorpora Programme to offer job opportunities in hotel areas such as housekeeping, kitchens, food and beverage, engineering and maintenance, among others, as we believe that one of the best ways to help people develop is by offering them a job opportunity.


Hotels involved
22 Social bodies

Contracts since the beginning
+220
60% Success rate in the selection process


GRI 416-1
In 2018, we took an important step in reinforcing preventive measures with the publication of our Occupational Health and Safety Policy, which places our people at the heart of preventative activity, promoting working methods that guarantee high levels of safety, health and well-being, and that support improvements in working conditions.
This policy completes the development we carry out through several occupational health and safety programmes and projects to improve work environments or nutrition, among others. This policy explicitly defines the guiding principles and commitments acquired by Meliá in regard to Occupational Health and Safety.
As it is our duty to ensure the health, well-being and protection of our employees in the workplace, we have prepared an Occupational Health and Safety Management System Manual based on the OH-SAS 18001 standard which also acts as a prevention plan, allowing the identification of requirements for ensuring the appropriate control of the risks to which our employees are exposed in their normal daily activity.
The Manual is also the basis of our preventative system and is adapted to our entire organisational structure, forming part of our general management system and also perfectly aligned with our quality and environmental systems. It also allows the progressive enhancement of current activities and procedures and correct organisational management in occupational health, defining the related functions, responsibilities and authority.
With regard to workplace health and safety procedures, the Manual defines twenty-five specific processes that, where appropriate, are also accompanied records and metrics such as the percentage of absenteeism, number of workplace accidents and their frequency, severity and average duration, and occupational diseases, all broken down by gender.
In addition, we also encourage healthy living habits among our teams, providing support, advice and activities that enable workplaces not only to comply with current regulations on prevention, but also encourage healthy lifestyles.
In 2019, we have made significant progress in this respect, having started the process of adapting our OHSAS 18001 occupational health and safety system to the criteria defined in the ISO 45001 standard, in parallel with certification under the World Health Organisation Healthy Work Environment Model. Meliá also forms part of the Spanish Association of Labour Prevention Services since 2019.
The Technical Area and Occupational Medicine Area, both part of the Occupational Health and Safety Department, define individual and collective health monitoring activities in order to define specific plans and actions that ensure the correct management of stress and gather stress management information.
The factors analysed include time spent at work, degree of independence, general workload, psychological pressures, work variety and content, participation and supervision, interest shown in the worker, performance of their role, relationships and social support.
Various actions have been activated both in corporate areas and business units through the e-Melia My Health platform, offering various training and awareness modules focused on stress and time management. It is available in Spanish, English and Malay.
Specific actions have been programmed in business units for stress management training, focused on group development and techniques such as yoga, Pilates and mindfulness, among others.
Action focuses on the facility design and the furnishing required in all work areas. In corporate areas, requirements ensure a comprehensive approach to creating an appropriate ergonomic environment, including the heights of work surfaces, types of furniture and specific equipment, both in corporate offices and hotels.
We analyse work spaces and workstations that may present health risks related to lighting, such as visual fatigue or accidents caused by poor lighting. Our objective is to assess the degree of risk related to insufficient lighting in the workplace based on the visual requirements of the duties carried out, activating preventative and corrective measures to ensure optimal work conditions for employees, respecting the needs for comfort and safety and also ensuring energy efficiency as we prioritise natural lighting combined with general or local lighting.
On an annual basis, or whenever there are changes in working conditions, we perform an analysis of the noise levels in all workplaces in which noise might be harmful to our employees. For employees exposed to noise sources, we have specific medical protocols for health monitoring to ensure their physical protection.
We prioritise the selection and use of equipment that produces lower noise levels and also study the design and layout of workplaces to ensure the lowest possible exposure to noise. We also provide specific training on protection and technical reduction of noise levels.
At least once a year, we analyse air quality to determine the levels of carbon dioxide (CO2) and carbon monoxide (CO) in areas where they may be high. On the other hand, we constantly monitor CO levels in closed parking areas and with no natural ventilation. In work areas we measure CO2 levels to ensure appropriate interior air renovation. If we detect levels higher than those accepted in law, we analyse, plan and adopt the appropriate corrective measures.
Taking into account the risks of exposure, we regularly analyse relative humidity levels in different workplaces to ensure they remain within a minimum of 30% and a maximum of 70%.
We also measure the temperature in workplaces, particularly in those places where exposure to extreme temperatures (cold or heat) may harm workers. On an annual basis, we carry out specific assessments and measure the periods in which workers may be exposed to certain conditions if necessary.
In Spain, we have agreements with several external fitness centres.
The Medical Services in the Occupational Health and Safety Department monitors our employees' individual and collective health, transmitting health improvement measures to encourage healthier lifestyles and habits through personalised preventive advice.
Preventive advice includes recommendations on weight loss, high cholesterol levels, diet and uric acid, and tympanites, among others. Measures are also promoted to reduce cholesterol, blood pressure, blood sugar, constipation and uric acid, to encourage physical activities and help people with back pain. Referrals to different speciality services such as cardiology, ophthalmology, urology, otolaryngology, respirators and internal medicine are available as well as specific campaigns to tackle alcoholism and smoking.
At Meliá we also aim to create stronger emotional bonds with our teams. We therefore offer them benefits to strengthen their relationship with what they see as a company that takes care of them and offers them flexibility.
Our MyBenefits programme provides employees with to a wide range of benefits simply for being a Meliá employee. The programme is currently implemented in Spain and the United Kingdom, allowing more than 12,500 employees access to benefits such as:
Human Rights
"Human rights are an essential part of the 2030 Agenda, and companies must assume responsibility for making their protection and defence a part of management and strategy. Progress in responsible management is not possible without having a clear focus on human rights"
Our values are the backbone of progress in incorporating ethical and responsible criteria to our management model and helping protect human rights. However, our presence in countries where the defence of human rights is something that still needs to be supported means that we have to have relationship and management frameworks that guarantee we defend and protect them in all our activity.
This approach is particularly relevant in the current business context as it is a key feature in the 2030 Agenda for Sustainable Development, with the large majority of the goals defined to measure progress on its 17 objectives having a direct relationship with human rights. At Meliá, we understand that we cannot move forward with the integration of the 2030 Agenda in our entire value chain without a firm commitment to the defence of human rights.
The management of the different dimensions that affect human rights is not something which is new to us. We have made considerable progress in the management of the different aspects of human rights, defining appropriate frameworks for the management of an issue that our stakeholders consider to be material.
This has led us to add the defence of human rights to the different corporate policies and the responsibilities of ethical bodies that, by their nature, confirm and reinforce our commitments, ensuring they are taken into account across the entire body of regulations.
We have a clear commitment to protect and respect human rights and mitigate any possible impact on them caused by our activity, as reflected in our Human Rights Policy and our evolution from signatory to partner of the Global Compact in 2018.
In addition to identifying and monitoring risks of a financial, operational, strategic or reputational nature, since 2018 our risk map also includes potential impacts our activity could have on human rights. Of the 103 risks identified in our risk map, 26 are considered to have a potential impact.

After the approval in 2018 of the Human Rights Policy, in 2019 we took another step towards a greater awareness of the degree of alignment with understanding about human rights in hotel operations and the due diligence of management in the business units. So in 2019 we carried out a global Self-Assessment Control to identify potential risks linked to human rights and plan actions to mitigate them.
The analysis has involved 94% of the Company's hotel portfolio, excluding Cuba.
As a frame of reference for the self-assessment, we used the approaches defined by the Danish Institute for Human Rights, the Guiding Principles on business and human rights, the 10 Principles of the Global Compact, and the Modern Slavery Act, which are also the basis for the corporate Human Rights Policy.
The assessment includes 54 specific issues in nine different areas covering all the public commitments made by Meliá in matters related to labour rights, health and safety, environmental protection, people development, ethics and combatting corruption, among others.


Although this is the first self-assessment in human rights we have carried out, our company history and evolution mean that the nine areas analysed refer to areas of our activity that already have the support of a body of regulations in which principles such as ethics, transparency, anti-corruption, and the protection of people and the environment are very prominent.
Of particular note among them are the elimination of child labour, forced or compulsory labour, the rejection of any form of discrimination in access to employment or professional development, respect for freedom of association and access to appropriate channels for reporting direct violations of human rights and people.
ISSUES

The self-assessment process was coordinated by the Corporate Responsibility team with the direct involvement of thirteen different areas to ensure the correct adaptation of each dimension to the reality of the business and coverage of all the areas of hotel management that may have an impact on human rights.
Analysis of the results has not shown any significant risks of a negative impact on human rights, although it has allowed us to identify opportunities to enhance our internal controls in specific issues and in countries such as Jamaica, Bahamas, Morocco and the United States. We have also been able to identify opportunities for improvements in safety, efficiency and risk prevention protocols, areas for which in 2019 we already began to draw up action plans.
The fact that we did not identify any situations implying the violation of human rights in our operations confirms the effectiveness of our current management and control systems.
In addition to this confirmation, among other things, the assessment also allowed us to:
"Meliá scored 95 points out of 100 for its commitment and performance in human rights in the SAM Corporate Sustainability Assessment made by S&P Global (CSA 2019)"
in hotels, simplifying the language used to make them more understandable and more closely linked with hotel activities
4 Identify key issues, reinforcing our own materiality analysis in areas of potential risk and selecting key areas on which to work
One of our public commitments is precisely to provide greater visibility to this issue and share our experience. As a member company of the Working Group on Human Rights promoted by the SERES Foundation, an organisation for which we are patrons, that is why we took part in 2019 in two specific workshops to share our methodology and our learnings.
GRI 414-2
In June 2019, together with EcoVadis, we launched an assessment process for a selection of key suppliers based on purchase volume, product family and country of origin.
The assessment focuses specifically on human rights and how suppliers manage related issues. The result of the assessment, aligned with the United Nations Guiding Principles on Business and Human Rights, will also help identify opportunities for improvement, management and the mitigation of potential risks in our supply chain.
After the review, no significant risks were identified regarding the violation of rights such as freedom of association, collective bargaining, and aspects related to child labour or forced labour.


GRI 102-12; GRI 413-1
"We are active members of society in the destinations in which we operate, helping local organisations achieve their objectives by building a more just and equitable society"
Tourism significantly affects the economic, social and environmental fabric of destinations both directly and indirectly, with an impact on the supply chain, employability and workforce training, entrepreneurship, innovation and tax contributions, among others.
At Melia Hotels International we measure the wealth and positive impact generated by our activity in terms of the direct benefits to society as a whole, and to our stakeholders in particular.
In 2019, we generated wealth amounting to €2,846.7 million, ratifying the solid values on which our Company was founded and the importance of the travel industry as a driver of social and economic development.

Our family values are the foundations on which we directly activate our philanthropic activity through our hotels in all our destinations. Our business units are an active part of local life in the destinations in which we operate, and work together with social organisations to drive positive change through direct support or corporate volunteering.
We understand philanthropic activity to be a vital contribution to society that, although it has always been present in the way we understand hotel management, also needs to be managed with the greatest rigour and transparency.
After the approval of our Philanthropy Policy and formalisation of the Philanthropy Management System in 2018, that is why in 2019 we implemented the measures globally based on the guiding principles of our social action.
| Coherence and listening |
Priority | Flexibility | Selection | Value contribution |
Transparency, control and legality |
|---|---|---|---|---|---|
| between our activity and the social needs with which our hotels coexist |
in the positive contribution in destinations in which we operate |
to adapt to social reality and its changing needs |
of entities that comply with criteria on transparency, diligence and legality |
to society in line with our own commitments |
to provide rigour and long-term vision in our relationships with social organisations, always respectful of the legality in each country |
The launch of our Philanthropy Management System involved the development and global implementation of a tool to collect and measure information on our philanthropic, social and sustainability activities in our hotels
The system thus allows each hotel to have its own space to track information on its own actions, ensuring the alignment of actions and reporting both qualitative and quantitative information.
This control and management system makes it easy for us to bring together all the different projects and improve their management, know-how and impact:
Given our family values, and the focus of our social positioning on protecting children's rights, we continue to work with UNICEF to defend the rights of the most vulnerable in our society.
However, this does not limit our philanthropic projects. In line with the principles in our Philanthropy Policy, we work in areas in which our business experience and assets allow us to make a positive contribution such as:
ACTIONS (A)


483 20% 21% 59% ORGANISATIONS HELPED (B)


€315,677 Corporate donations
COMMITMENT TO CHILDREN
€439k Funds

ECONOMIC VALUE (D)

(A) Projects developed within the framework of the CR strategy and Philanthropy Policy (B) Support for non-profit institutions and entities aligned with Meliá's positioning and whose activity has been supported (C) Supported groups
(D) Direct or in-kind economic value of local projects carried out
* NGOs and social institutions (75%), contributions and sponsorships (24%)

Aportación Económica Aportación en especies
Stakeholder relationships
GRI 102-12; GRI 102-42; GRI 102-43
Our proximity to our stakeholders, ensuring active listening to their expectations, needs and priorities, is one of our prime concerns. The Materiality Analysis includes a prioritisation of expectations in all matters that our stakeholders consider to be of special or material relevance.
The basis of our stakeholder dialogue is the Stakeholder Relationship Policy, approved in 2018 and based on the principles and commitments in Accountability AA-1000SES (2011). We understand this is a mechanism that allows us to offer an exhaustive and balanced response to any relevant questions, opportunities or risks in our relationship with our stakeholders.
Given that we understand that stakeholder involvement is key, we offer them the chance to participate directly in the development and achievement of our commitments
In both our strategy and the information we transmit, we consider those matters that are material, transcendental and significant to them
We adapt communication channels to ensure communication related to material issues and the concerns and needs expressed by our stakeholders
In 2019, we reinforced the parameters used for prioritisation based the influence and impact on the business, the degree of personalisation of the messages and the information they contain, and the degree of cooperation in joint actions.
Given our focus of growth through management agreements, hotel owners and the management of relationships with them is a key issue for the company. In 2019 our institutional website added a section for owners of hotels that we manage which will be progressively implemented over the first half of 2020.
It will be a private space to allow us to strengthen our bonds with owners and allow them access to all the relevant information about Meliá news, new openings, our portfolio, sustainability, corporate commitments etc. as well as specific information about their link with us in four specific areas:

GRI 102-40; 102-42; 102-43
| Stakeholder | Commitments | Channels | |
|---|---|---|---|
| SHAREHOLDERS & INVESTORS | Institutional investors Minority shareholders Voting advisers Financial bodies Financial analysts Rating agencies Sustainability analysts |
Transparency and rigour Good governance Profitability and value creation Reliability and compliance |
Roadshows General Shareholders' Meeting Investor Relations Office Shareholder Forums Institutional website Newsletters Proxy advisers |
| OWNERS & PARTNERS | Asset owners Partners Joint ventures |
Professional management Seriousness and trust Long term relationships |
Governing bodies Hotel owners' office and portal Press office Corporate newsletters |
| SUPPLIERS | Suppliers of products and services Allies and partners Start-ups and innovators |
Lasting business relationships Trust, respect and mutual benefit Objective selection criteria |
Supplier Code of Ethics mailbox Newsletters Procurement centre Press and relations office |
| CUSTOMERS | B2C - Business to consumer Individual customers Corporate customers B2B - Business to business Travel agents Intermediaries, OTAs and Tour Operators |
Personalised experiences Service excellence Quality and safety Honesty and ethics Safety and protection |
Satisfaction surveys Melia.com Mobile applications Loyalty model Social media Quality and GEX service mailbox Advertising and campaigns |
| EMPLOYEES | Employees Trade unions |
Health and safety Development opportunities Stability, strength and fairness |
Code of Ethics mailbox Employee portal Internal journals Satisfaction surveys Internal communication Equality Committee Health and safety committees Spaces for collective bargaining and dialogue with unions |
| PUBLIC ADMINISTRATION | National, regional or local administrations Other public bodies |
Cooperation Search for general social interest Transparency and accuracy Honesty and proximity Neutrality and impartiality |
Institutional relations Institutional presence Forums and meetings |
| LOCAL COMMUNITY AND SOCIAL ENVIRONMENT |
Media Neighbourhood associations Social entities NGOs and third sector Society |
Cooperation Search for local social interest Transparency and accuracy Honesty and proximity Neutrality and impartiality |
Institutional relations Institutional presence Forums and meetings Virtual press room |
| INDUSTRY & MARKETS | Regulatory bodies Professional or business associations Tourism industry Business world |
Respect and transparency Listening and active collaboration Ethical competence Good faith and cordial relations Search for the general interest |
Institutional relations Institutional presence Forums and meetings |
Customers can contact us through [email protected] to share information on any incidents, suggestion or thoughts about hotel and non-hotel products, customer service, food and beverage services or anything they wish related to the delivery of the brand promise. Our hotels must respond within a maximum of 48 hours.

Issues resolved
Soap 4 Hope Diversey and Meliá Hanoi
Our maturity in the face of constant progress in our approach to responsibility has been strengthened by having a greater link to the business to provide greater social value.
We thus implement our global strategy everywhere we operate, adapting to the context in each region, to social needs and to our own challenges, needs and priorities as a hotel group. Without doubt, an understanding of the regional context and the challenges in each area allows us to enrich the model to generate shared value in each area.
Our strategy is to ensure adaptability and flexibility in each situation to ensure the correct implementation in each country and generate a positive impact which responds to local needs.

Enhancing the talent of people at risk, developing their skills and offering young people opportunities is one of the Group's commitments. We support projects that develop the employability of people who are in a position to be able to develop their potential, but require genuine opportunities to do so to be offered in the private sector.
2019 involved intense work in consolidating two major projects promoted by the regions with two leading partners. Firstly, the First Professional Experience, with the Pinardi Foundation. The project is now in its fifth year and has become a benchmark for how we can help reduce abandonment in education, opening up opportunities for talented and motivated youngsters without any apparent opportunities.
Together with Pinardi we continue to combine training in technical know-how and values with work experience in hotels in order to better prepare people who are more qualified to face their first opportunity and work experience.
Secondly, Dual Training together with the Amadip Professional School, an organisation we have been working with since 2016, with which we share a commitment to future talent with a long-term vision, providing technical and practical know-how with a two-track approach. We believe that this training model will become a true driver of competitiveness to combat high rates of unemployment and academic failure in Spain through a three-year training programme.
Encouraging our business units and teams to promote a circular economy model and showing how companies can contribute to this is an area in which we have cooperated intensively with two different and complementary approaches.
We have joined Circular Hotels, a public-private alliance supported in the Balearic Islands (Spain) to promote transition by the hotel industry towards a circular economy model involving better waste management and reintegration into the economic cycle, thus minimising the environmental impact of waste.
The project together with TIRME, a private company that manages urban waste in Mallorca (Spain), involves several hotel companies and the agricultural sector, and includes the full cycle of food production and consumption, defining solutions that contribute to environmental sustainability based on an economic and tourism model that operates with limited resources due to the fact that Mallorca is an island.
The project has a direct impact on ten of the Sustainable Development Goals defined by the UN, with particular relevance in innovation, sustainable communities, responsible production and consumption, climate action and partnerships to achieve objectives.
The Palma Convention Centre and Meliá Palma Bay Hotel, a leading venue for international events, has launched several projects to contribute to the paradigm shift in the hotel industry based on a sustainable growth model that aims to:
Since 2018, we also support Circular Seas, a coast and seabed cleaning programme run by Coca Cola to encourage volunteer activities focused on the environment. The comprehensive and circular project is co-financed by The Coca-Cola Foundation and includes the recovery of natural spaces, citizen awareness campaigns and the scientific research and research on circular economies.
It is supported by the Spanish Ministry of Agriculture, Fisheries and Food through the General Secretariat of Fisheries, the Chelonia Association, Ecomar Foundation and Zero Discharges Association. It also has support from citizens through more than one hundred public and private organisations including local municipalities, social bodies, universities and associations.
Since then, we have taken part in seven volunteer days in which customers and employees had the chance to help collect plastic and micro-plastic waste on Spanish beaches in Sitges, Ibiza, Mallorca, Cadiz and Alicante.
Along with the help of significant business partners, this has helped us extend our commitment to protecting the environment and raise awareness among our customers and partners about the need to combat climate change and protect natural environments, essential for the development of more sustainable and responsible tourism.

We joined this coast and seabed cleaning programme in 2018, promoted by such a prestigious partner as Coca Cola, to encourage volunteer work focused on the environment.
The comprehensive and circular project is cofinanced by The Coca-Cola Foundation and includes the recovery of natural spaces, citizen awareness campaigns and the scientific research and research on circular economies.
It is supported by the Spanish Ministry of
Agriculture, Fisheries and Food through the General Secretariat of Fisheries, the Chelonia Association, Ecomar Foundation and Zero Discharges Association.
It also has support from citizens through more than one hundred public and private organisations including local municipalities, social bodies, universities and associations. Since then, we have taken part in seven volunteer days in which customers and employees had the chance to help collect plastic and micro-plastic waste on
Spanish beaches in Sitges, Ibiza, Mallorca, Cadiz and Alicante.
Along with the help of significant business partners, this has helped us extend our commitment to protecting the environment and raise awareness among our customers and partners about the need to combat climate change and protect natural environments, essential for the development of more sustainable and responsible tourism.




Training our teams is essential for our development as a company, which is why our hotels in the region carried out actions to enhance employability and development as part of a firm commitment to internal talent for filling vacancies or for promotion.
In this sense, the Innside Charles de Gaulle hotel, the first hotel in Paris operated under the Innside brand, has carried out a number of different training activities on Innside service culture, values and attributes.
ME London implemented the Reveal ME training programme on the brand and its attributes to enhance the development of employees on a personal growth programme. Hotel employees were asked to contribute their concerns and ideas in helping design the employee dining room menu during the renovation of the facilities. This was an important project given the large number of different nationalities and tastes that exist among the hotel team members.
Hotels in the region have spaces for celebrating special occasions such the International Housekeepers' Day, the International Working Women's Day or the World Day of the Fight against Breast Cancer.
In addition to the technical training teams receive, they also have spaces for meetings with managers for coaching sessions to help them with their professional development.
Technology is playing an essential role in improving the customer experience and also helping support greater sustainability. That is one of the reasons why we have promoted our Digital Newsstand Pressreader, offering guests in countries such as France and Italy a digital alternative which is more respectful of the natural environment as it almost completely eliminates waste paper and also adapts our offer to guests to the growing trend of people reading their daily newspaper in digital format.
Our five boutique hotels in Paris and the Innside Paris Charles de Gaulle Hotel implemented Hmobile, a tool for improving internal communication between operating teams and enhancing productivity and efficiency while improving customer satisfaction. The tool has also had a positive impact on our teams by significantly reducing the number of telephone calls, emails and administrative work that adds little value.
Innside by Meliá Paris Charles de Gaulle also launched YuCALL, a digital programme available in all meeting rooms which attendees can use to request services whenever they need them.
In 2019, the UK financial team introduced Docuware. Docuware streamlines workflows for the online approval of documents or requests, depending on the level of responsibility, in addition to ensuring all information can be tracked at all times. Currently being applied to purchase orders, invoices and daily audit reports, the software accelerates the approval process and eliminates paper, improving efficiency and saving money.
Meliá Paris La Defense has started a project to achieve certification as a sustainable building and achieve the "Haute" level for Qualité Environnementale (HQE). Union Investment, the owner of the hotel, has started a process that evaluates fourteen objectives on the architectural and technical performance of the building and its operation. Certification consists of three main areas which may be certified individually; assessment of the building from the point of view of sustainability; the sustainable management of environmental quality; and sustainable use of the building including the practices implemented by tenants. We are working together with Union Investment on the following order of priorities: technical, organisational and functional aspects.
Following the path begun in 2018 to eliminate plastic, all the hotels in the region have managed to replace all plastics used in rooms, personnel areas and public areas with recycled or reusable materials such as glass bottles, wooden pencils, minibar items using by glass or other materials.
At the same time, to encourage the reduction of food waste, Meliá France has carried out activities focused on waste management, selection, monitoring and recycling, as well as training on waste management.
Innside by Meliá Paris Charles de Gaulle and one of our main food suppliers, Transgourmet, implemented the E-Qui-libre programme to move towards food services with zero food waste. The programme is focused on responsible consumption and prioritises local, seasonal and organic products, offering healthier recipes with a lower environmental impact, and monitoring and carefully calculating the amounts of food required to reduce waste and optimise costs. Of course, we also continue to enhance the choice of healthy, local and seasonal products in our breakfast service.
With regard to waste management at source, highlights include the Trio Green Wishes project, through which Meliá Paris La Defense began sorting and recycling waste on a daily basis together with our partner Green Wishes, which then recovers the waste to transform it into reusable materials and also training our teams to ensure correct waste classification.
In a similar vein, the team in London is working with Veilia to recycle 70% of food, glass and cardboard waste. Food waste is used to produce electricity using natural fermentation and the compost it generate is delivered free of charge for the cultivation of the land.
Recycling was also present in fun initiatives such as the decorations made by our teams from recycled materials that decorated hotels at Christmas. ME London planted a virtual Christmas tree on the first floor which projected an animated scene using low-power LED light projectors.
In Paris, a free Garage Sale organised by Meliá Paris Tour Eiffel was held to sell all the old furniture before closing for renovation. The session was open to all Meliá employees in the city who were able to get their hands on second-hand furniture at a very symbolic price. The remaining furniture was delivered to different local social organisations.
Contributing to combatting climate change is one of our global commitments. In hotels under our Meliá Hotels & Resorts brand, our customers can activate an On request card to tell us what amenities they so we can provide them whenever they wish.
Innside by Meliá Paris Charles de Gaulle has eliminated the traditional dishes and replaced them with recyclable alternatives as part of a new room service concept called Deliv'INN a hybrid of traditional home delivery and a hotel room service experience.
Teams located in Paris took part in the Vertigo race, which has been held since 2013 to raise funds to support Play International, an organisation that supports inclusion through sport. They also actively supported the Telethon, a charity event organised since 1987 by the French Muscular Dystrophy Association to finance research projects on genetic diseases.
We feel close to the needs of children. And that's why all our hotels in Italy presented Christmas gifts to their teams purchased from a charity which supports Dottor Sorriso (Doctor Smile), an organisation that works with children in oncology departments to bring a little fun to the hospitals.
In Italy we also work closely with organisations specialising in disabilities. Hotels such as the Gran Meliá Rome Villa Agrippina, ME Milan Il Duca and Meliá Milano support the Italian Association of People with Down Syndrome. They also host work experience periods lasting three months and are also involved in the ValuAble project (www.valueablenetwork.eu) which aims to organise European internships three times a year supported by Erasmus for people with intellectual disabilities to help develop a sense of independence. The hotel team also received specific training and is now working on achieving gold level classification.


Laws that promote the transition to a competitive and sustainable economy with low carbon emissions and resilient to the extreme weather events associated with climate change are already a reality in many of the countries in the region.
This global commitment of Meliá Hotels International has resulted in the reduction of 60 tons of single-use plastics with a consequent improvement to our profit and loss statement of 0.5 million dollars.
The introduction of ESG criteria in the supply chain has led to more than one thousand suppliers signing up to our Supplier Code of Ethics and being assessed according to the standards defined by the company.
This progress will continue into the new year in order to ensure that our supply chain meets the highest possible standards in terms of responsibility and sustainability.
The digitalisation of processes and use of technology in the customer relationships is one of the key factors in company strategy. For example, the Arpon system has been implemented to make it easier to book many of the restaurants in our hotels. As Arpon is connected to our hotel systems, it also allows guests to connect to the room service from within the app itself.
The company is promoting the integration of sustainability criteria in all its different brands, through a model in which customers can see our commitment to sustainability and raising customer awareness while they enjoy a responsible experience.
Our goal is to design a sustainable, healthy and attractive proposal for our guests. Melia Punta Cana Beach therefore customers the Power Meetings with Wellness Breaks service, serving local products and healthy drinks in a sustainable format that reduces the use of plastic and waste.
The Embrace Your Nature events offered by Paradisus hotels include group packages inviting guests to enjoy unique experiences through local culture or educational activities, emphasising the essence of the destination and making customers feel they are part of it.
A healthy diet and local products form part of the dining experience we provide to guests, as well as a range of alternatives adjusted to customer preferences (vegan, gluten-free, etc.). We have also enhanced our all-inclusive offer with a proposal focused on comprehensive health and well-being, designed to offer a wide range of activities and rituals in a wellness concept designed to guide and connect customers with their spiritual, emotional, social and personal development.
Under the motto Think BIG, Start SMALL, Grow FAST, we have implemented Impact Hospitality V3ntures to encourage our teams to propose new ideas or projects in a laboratory environment with an impact on business units and based on criteria of efficiency, productivity and profitability.
We have also launched a pilot experience that offers our team members visits, talks and the assistance of specialists to raise awareness about the importance of health and sport, disease and addiction prevention, healthy nutrition, weight control and vaccinations.
Several of our resorts in Cabo San Lucas (Mexico) and Bávaro (Dominican Republic) have received the international Blue Flag which recognises and guarantees customers fulfillment in regard to criteria such as environmental education, water quality, environmental management, security and services, the integration of people with disabilities and the creation of employment through related services.
In 2019 the Caribbean was also affected by the sargassum seaweed crisis. Our resorts were not immune to its effects, but they also wanted to actively contribute to mitigating its impact by protecting the destination and the customer experience by ensuring the beaches were clean and attractive. Over the year containment barriers were installed to protect the beauty of the beaches, prevent the loss of biodiversity and the erosion that manual cleaning may have generated.
The Caribbean is an area with biodiversity of an incalculable value that is also an essential part of its attractiveness to tourists. We have supported a number of projects to protect local wildlife such as the elegant tern or the leatherback, green and olive ridely turtles, giving our guests the chance to connect with the biological diversity in the destination.
Programmes such as the Life-enriching experiences in Los Cabos have allowed the protection of 540 nests and allowed the spawning of 1,254 turtle eggs and the release of more than 36,000 animals, as well as favouring births of terns on our beaches.
In addition to animal life, we also consider it vital to protect native flora. When we design our gardens, we prioritise the exclusive use of local flora and also ensure the efficient management of water resources.
We aim to be key players wherever we operate and help contribute to social development in our destinations. Business units support numerous social causes such as Bottle Tops for Life, an initiative that has allowed the delivery of 321,000 plastic bottle tops donated by local employees to the Bottle Top Bank to contribute to child chemotherapy treatments in the Los Cabos region.
Our commitment to children, and specially the most vulnerable children, has led to support for local projects such as Donate toys and bring smiles, allowing more than 130 toys to be donated to an organisations that serves breakfast and organises extracurricular classes for children with difficulties in the Los Cabos area.
Through our support for the Beatriz Project, we offer opportunities to local artisans to exhibit their products and crafts in our Paradisus hotels. In addition to letting more people know about their work, we also support the sustainability of local crafts and their creators, making it easier for customers to purchase their work directly.


The region suffers significant environmental problems and major pollution issues, especially in its largest cities. This means that companies need to support projects and activities that have an impact on the environment and the awareness of our customers.
The elimination of single-use plastic is a global company commitment, and hotels such as the Sol By Melia Phu Quoc or Meliá Balí have implemented projects to replace plastic with glass or ecological alternatives and plastic pots used for gardening with new pots made of natural materials.
Promoting a circular economy and leveraging the opportunities it creates is still a pending issue for many countries. In some hotels the selective collection of plastics has begun for the decoration of certain spaces in hotels, such as sculptures made of plastic which have a spectacular impact on guests.
In many places water is a scarce resource that requires responsible consumption, especially in destinations with a high degree of water stress. To raise awareness among customer about the value of water, cards are placed in common areas and rooms urging guests to avoid irresponsible water use and grey water is also used for gardens after it has been chemically treated.
Customers and employees in several hotels in the region have also come together on a number of occasions to clean beaches and keep them in great condition.
Our hotels take part in many projects to improve living conditions in their communities, as responsible members of the local society of which they form part. Meliá Kuala Lumpur is part of a community work group called the Jom Bersih Bukit Bintang Programme led by the Mayor of Kuala Lumpur and involving local schools and the city hall.
Meliá Jinan helps vulnerable people and is a very active participant in several charity projects, especially those which provide support for vulnerable children. The hotel and its team of volunteers have been recognised by The Caring Donation Association for its contribution to alleviating poverty.
The "art of giving" and "giving art" combine at the Meliá Koh Samui. Thai artists and entrepreneurs have designed a collection of gifts, the profits from which go to support young artists and promote Thai culture.
The importance of Wechat in China has led to us designing wooden cards for our hotels with a QR code which are placed in the rooms. The code allows customers to quickly and easily access all of our hotels, activities and promotions on their mobile phones.
Our oldest hotel in the region, the Meliá Bali, offers customers a Radio App which allows them to choose the music they wish to listen to.
We offer our guests experiences that allow them to enjoy local culture and leisure activities. For example, on World Tourism Day Gran Melia Xian created a space to teach traditional Chinese calligraphy and Tang dynasty poetry and on World Yoga Day a space for yoga which attracted more than 60 people.
Malaysia is a very rich and diverse country, where many races, religions and cultures all live together. This rich cultural heritage is one of the main characteristics of the nation and everything it offers to customers. Employees at the Meliá Kuala Lumpur proudly wear their beautiful and elegant traditional costumes , on certain days of the week.


Corporate Information & Contacts
Institutional Relations
GRI indicators
Content of the Non-Financial Information Statement (EINF)
GRI 102-48; GRI 102-49; GRI 102-53; GRI 102-54; GRI 102-55; GRI 102-56
We operate in a context in which regulatory bodies, our stakeholders and the business environment in general require greater transparency. Following international standards and recommendations on reporting, we therefore assume the commitment to publish corporate information that reflects both our performance and the challenges and opportunities we face.
This report has been prepared in accordance with the criteria in the Global Reporting Initiative (GRI) and the International Integrated Reporting Council (IIRC), allowing us to continue moving towards an Integrated Reporting model and ensure that the information we share with our stakeholders is consistent and transmits the alignment between our strategy, material issues, our governance model and our performance, both from a financial and non-financial perspective.
In preparing this report, Meliá has applied the principles and recommendations in the Global Reporting Initiative (GRI) and from the International Integrated Reporting Council (IIRC). Meliá identifies its stakeholders and their expectations and interests, to which it responds by describing in detail its issues and performance throughout 2019.
With regard to the content of the report, Meliá shares its global commitments on sustainability, reflecting the most significant impacts of its activity on social, environmental and economic matters, as well as other impacts that may be of interest to or influence the decisions of its stakeholders. The preparation of the Materiality Analysis has allowed the company to identify the most relevant issues for each of its stakeholders, defining the areas or aspects considered essential in the preparation of this report and thus providing coverage of all the to allow an evaluation of company performance in these areas.
With regard to the quality of the information, Meliá aims to strike a balance between both the positive and negative aspects of its performance in 2019 in the key material issues identified. Meliá therefore publishes this information the most precise, detailed, clear, comprehensible and reliable way, offering stakeholders an assessment of the evolution over time of material issues to ensure comparability with other companies or industries.
Additionally, and in accordance with Law 11/2018 of December 28 on non-financial information and diversity, and article 44 of the Commercial Code, we have incorporated into this report the Non-Financial Information Statement for 2019.
Based on the principles in the GRI Standards, the Annual Integrated Report focuses on the material issues identified in the Materiality Analysis updated in 2019, whose preparation process and results are described in the chapter on Context & Strategy in this report.
This Integrated Report consists of:
4 The Annual Corporate Governance Report (in the Annex to the page 188 to page 358)
On the other hand, they are found in the following notes of the Accounts Annual Reports the contents of the Management Report related to:
This report contains relevant information on the management approach, financial and operational results and all the Meliá Hotels International non-financial information. The information corresponds to a control perimeter aligned with the subsidiaries that are fully consolidated in the Annual Accounts. For some non-financial indicators, in addition to the consolidated perimeter, the aggregated perimeter is also reported, corresponding to companies in which Meliá Hotels International does not have operational control (consolidation by equity method or not consolidated in Annual Accounts). Throughout the report, the perimeter within which each data is reported is stated. In order to ensure the comparability of information and allow visibility of the evolution of the Meliá performance over time, the report also shows indicators with historical data and, where appropriate, with the objectives that were defined. Note that during the period of this report, there have been no significant changes in the size and structure of the company.
In order to ensure the comparability of information and allow visibility of the evolution of the Meliá performance over time, the report also shows indicators with historical data and, where appropriate, with the objectives that were defined. Note that during the period of this report, there have been no significant changes in the size and structure of the company.
In order to ensure the transparency and reliability of the information, since 2010 Meliá Hotels International has submitted its non-financial information report for verification by an external and independent body. The 2019 non-financial information has been verified by Deloitte, with a limited level of assurance, obtaining the attached independent review report, based on the GRI Standards: core option, which includes the objectives and scope of the process as well as the verification procedures used and their conclusions.
If you have any question or suggestion related to this report, please use the following channels for direct contact:
Investor Relations Department ([email protected])
Corporate Responsibility Department ([email protected])
GRI 102-3
Gremio Toneleros, 24. Polígono Son Castelló 07009 Palma de Mallorca, Spain T (34) 971 22 44 00
Mauricio Legendre, 16 28046 Madrid, Spain T (34) 913 153 246
Unit 2-3, 34th Floor JinMao Tower, 88 Century Avenue, Pudong District, Shanghai, 200120, China
Sol Group Corporation* 800 Brickell Avenue 10th floor 33131 Miami, Florida, USA T (1) 305 350 98 28
Blvd. Kukulcan Km. 16.5 77500 Cancún Quintana Roo, Mexico
5ª Avenida e/20 y 22 No. 2008 Playa La Habana, Cuba T (53 7) 204 0910
* The Sol Group Corporation is a separate corporation with an office in Miami that provides services to owners and/or operators of hotels located in the Americas that are affiliated with Meliá brands. Melia Hotels International SA does not have an office or otherwise conduct business in the United States of America.
[email protected] T (34) 971 22 44 64
[email protected] T (34) 971 22 45 54
[email protected] T (34) 971 22 44 64
[email protected] T (34) 971 22 45 98
GRI 102-12; GRI 102-13
Balearic Family Business Association
Association of Renowned Spanish Brands
Management Progress Association
Spanish Chamber of Commerce in Belgium and Luxembourg
Lima Chamber of Commerce
Peruvian-Chilean Chamber of Commerce
Official Chamber of Commerce of Spain in Peru
Official Chamber of Commerce of Spain in France
Official Chamber of Commerce of Spain in Mexico
Official Chamber of Commerce, Industry, Services and Navigation of Spain
Official Spanish Chamber of Commerce in Brazil
Chambre de Comerce Luxembourg
Mallorca Economic Circle
Exceltur
Forética
Impulsa Baleares Foundation
Princess of Girona Foundation
Seres Foundation
IHK Chambers of Commerce and Industry in Germany
Spanish Institute of Internal Auditors
International Chamber of Commerce (ICC)
Inverotel
London Chamber of Commerce and Industry
World Tourism Organisation
Spanish Network of the Global Compact The Code (ECPAT)
World Travel & Tourism Council
Balearic Islands Hotel Chain Association
Alcudia Hotel Association
Amtliche Spanische Handelskammer
Sierra Nevada Business Association
Costa del Sol Hotel Association
Cozumel Hotel Association
Los Cabos Hotel Association
Hotel Association of Quintana Roo
Riviera Maya Hotel Association
Hotel Association and Eastern Tourism Projects
Spanish Association of Congress Centres
Business Association of
Hospitality of Seville Benidorm Hotel Association
Bizkaia Hotel Association
Madrid Hotel Association
Business Association Playas
Cordoba Hotel Association Spanish Association of Business
Travel Managers
Lleida Hotel Association
Menorca Hotel Association
Palma de Mallorca Hotel Association
Tenerife, La Palma, Gomera and El Hierro Hotel and Extra-Hotel Association
Palmanova and Magaluf Hotel Association
Puerto Vallarta Hotel Association
Seville Hotel Association
Huelva Hotel Association
Alicante Hotel Association
Val D'Arán Tourism Association
Assolombarda
Barcelona Forum District
Bundesverband Mittelständische Wirtschaft
Lima Convention and Visitor Bureau
National Chamber of Commerce and Tourism Services of Cancun
National Tourism Office in Peru
South Tenerife Business Circle
Business Circle of Torremolinos
Extremadura Tourism Confederation
Confederazione Generale Dell'industria Italiana
Barcelona Convention Bureau
Genova Convention Bureau
Granada Convention Bureau
Italy Convention Bureau
San Sebastian Convention Bureau
Seville Convention Bureau
Sitges Convention Bureau
Valencia Convention Bureau
European Association of
Communication Directors
European Tourism Association
Granada Hospitality and Tourism Federation
160 MELIÁ HOTELS INTERNATIONAL I CONSOLIDATED MANAGEMENT REPORT AND ANNUAL ACCOUNTS 2019 Mr. Luis María Díaz de Bustamante y Terminel
Mallorca Hotel Federation
Spanish Federation of Associations for the Professional Organisation of Congresses
Federation Nationale des Hoteliers, Restaurateurs et Cafetiers
Mallorca Tourism Promotion
Forum Business Travel
Business Travel Forum Palma 365 Tourism
Foundation Sitges Hotel Association
Barcelona Hotel Association
Hamburg Convention Bureau Gmbh
Handelskammer Bremen
Hokla Nrw Gmbh
Hospitality Technology Next Generation
Ibiza Convention Bureau
Industrie und Handelskammer IHK
International Association of Convention Center
International Congress and Convention Associations
Investis Limited
Association
Mallorca Convention Bureau
Meeting Planners International
Oehv Oest. Hotelierverein
Stiftung Juniorenkreis der Handelskammer-Bremen
Hotel Society of Peru
Secretary and Independent Director
Manchester Hoteliers Association
| Hotel | Brand | Country | EARTHCHECK (endorsed GSCT) |
"TRAVELIFE (endorsed GSCT) |
GREEN LEADERS | "OTHERS (endorsed GSCT*) |
|---|---|---|---|---|---|---|
| FRANKFURT NIEDERRAD | Innside by Meliá | Germany | GreenPartner | |||
| MUNCHEN NEUE MESSE | Innside by Meliá | Germany | Gold | |||
| DUSSELDORF DERENDORF | Innside by Meliá | Germany | Silver | |||
| DRESDEN | Innside by Meliá | Germany | Gold | |||
| DUSSELDORF | Meliá | Germany | Benchmarked Bronze | |||
| MUNCHEN CITY CENTER | Tryp | Germany | GreenPartner | |||
| BOCHUM- WATTENSCHEID | Tryp | Germany | Bronze | |||
| DORTMUND | Tryp | Germany | Silver | |||
| DUSSELDORF KREFELD | Managed by MHI | Germany | Silver | |||
| CENTRO OBERHAUSEN | Tryp | Germany | GreenPartner | |||
| WOLFSBURG | Tryp | Germany | Silver | |||
| AACHEN | Innside by Meliá | Germany | In process | |||
| LEIPZIG | Innside by Meliá | Germany | In process | |||
| FRANKFURT OSTEND | Innside by Meliá | Germany | In process | |||
| HAMBURGO HAFEN | Innside by Meliá | Germany | Benchmarked Bronze | |||
| BERLIN | Meliá | Germany | Benchmarked Bronze | Gold | ||
| BERLIN MITTE | Managed by MHI | Germany | In process | GreenPartner | ||
| BUENOS AIRES | Meliá | Argentina | Bronze | |||
| VIENNA | Meliá | Austria | Benchmarked Bronze | |||
| Brazil 21 | Meliá | Brazil | GreenPartner | |||
| JARDIM EUROPA | Meliá | Brazil | GreenPartner | |||
| PAULISTA | Meliá | Brazil | Silver | |||
| SAO PAULO NACOES UNIDAS | Tryp | Brazil | Silver | |||
| SAO PAULO TATUAPE | Tryp | Brazil | Silver | |||
| SAO PAULO IGUATEMI | Tryp | Brazil | Gold | |||
| SAO PAULO HIGIENOPOLIS | Tryp | Brazil | Gold | |||
| CAMPINAS | Meliá | Brazil | Bronze | |||
| SAO PAULO JESUINO ARRUDA | Tryp | Brazil | GreenPartner | |||
| TORTUGA BEACH | Meliá | Cape Verde | Gold | |||
| DUNAS BEACH RESORT & SPA | Meliá | Cape Verde | Gold | |||
| DUNAS | Sol Resorts | Cape Verde | Gold | |||
| LLANA | Meliá | Cape Verde | In process | In process | ||
| SOUTH BEACH | Meliá | Spain | Benchmarked Bronze | |||
| ME IBIZA | ME by Meliá | Spain | Benchmarked Bronze | |||
| ATLANTERRA | Meliá | Spain | Benchmarked Bronze | |||
| JARDINES DEL TEIDE | Meliá | Spain | In process | |||
| PELICANOS - OCAS | Sol Resorts | Spain | Gold | |||
| CALVIÁ BEACH | Meliá | Spain | In process | |||
| BARBADOS | Sol Resorts | Spain | Certified Silver | |||
| ALCUDIA | Innside by Meliá | Spain | Silver | |||
| GUADALUPE | Sol Resorts | Spain | Certified Silver | |||
| HOUSE THE STUDIO - CALVIA BEACH | Sol House | Spain | Benchmarked Bronze | |||
| WAVE HOUSE ALL SUITES | Sol House | Spain | Certified Silver | |||
| MADRID PRINCESA | Meliá | Spain | In process | |||
| BARAJAS | Meliá | Spain | Bronze | |||
| VALENCIA | Meliá | Spain | Bronze |
| Hotel | Brand | Country | EARTHCHECK (endorsed GSCT) |
"TRAVELIFE (endorsed GSCT) |
GREEN LEADERS | "OTHERS (endorsed GSCT*) |
|---|---|---|---|---|---|---|
| RECOLETOS | Meliá | Spain | Bronze | |||
| BILBAO | Meliá | Spain | In process | |||
| PALMA BELLVER | Managed by MHI | Spain | In process | |||
| BARCELONA APOLO | Tryp | Spain | GreenPartner | |||
| BARCELONA AEROPUERTO | Tryp | Spain | Bronze | |||
| CADIZ LA CALETA | Tryp | Spain | Bronze | |||
| JEREZ | Tryp | Spain | Silver | |||
| CORDOBA | Tryp | Spain | GreenPartner | |||
| SAN SEBASTIAN ORLY | Tryp | Spain | Silver | |||
| LEON | Tryp | Spain | GreenPartner | |||
| PALACIO DE LOS DUQUES | Gran Meliá | Spain | In process | |||
| MADRID PLAZA Spain | Managed by MHI | Spain | Silver | |||
| MADRID CENTRO | Managed by MHI | Spain | Silver | |||
| MADRID ATOCHA | Tryp | Spain | Bronze | |||
| GUADALMAR | Sol Resorts | Spain | Silver | |||
| VALLADOLID SOFIA PARQUESOL | Tryp | Spain | Bronze | |||
| PALMA BAY | Meliá | Spain | Benchmarked Bronze | |||
| CALA D´OR | Meliá | Spain | Gold | |||
| FUERTEVENTURA | Meliá | Spain | Benchmarked Bronze | |||
| CALA D'OR APARTAMENTOS | Sol Resorts | Spain | Silver | |||
| PALMANOVA - MALLORCA | Sol Resorts | Spain | Certified Silver | |||
| PRINCIPE / PRINCIPITO | Sol Resorts | Spain | Gold | |||
| DON PEDRO | Sol Resorts | Spain | Silver | |||
| DON MARCO | Sol Resorts | Spain | Silver | |||
| BEACH HOUSE IBIZA | Sol Beach House | Spain | Bronze | |||
| ALICANTE | Meliá | Spain | Bronze | |||
| VILLAITANA | Meliá | Spain | In process | |||
| CASTILLA | Meliá | Spain | Bronze | ISO 14001* | ||
| PALMA CENTER | Innside by Meliá | Spain | Silver | |||
| MELILLA PUERTO | Tryp | Spain | GreenPartner | |||
| MADRID AIRPORT SUITES | Tryp | Spain | Silver | |||
| PORT CAMBRILS | Sol Resorts | Spain | Bronze | |||
| HACIENDA DEL CONDE | Meliá | Spain | In process | |||
| VICTORIA | Gran Meliá | Spain | Certified Silver | |||
| FENIX | Gran Meliá | Spain | Certified Silver | ISO 50001* | ||
| DON PEPE | Gran Meliá | Spain | Certified Silver | |||
| COLON | Gran Meliá | Spain | Certified Silver | |||
| TAMARINDOS | Meliá | Spain | In process | |||
| BEACH HOUSE MENORCA | Sol Beach House | Spain | Benchmarked Bronze | |||
| GRANADA | Meliá | Spain | Bronze | |||
| MADRID SERRANO | Meliá | Spain | In process | |||
| PALMA BOSQUE | Innside by Meliá | Spain | In process | |||
| MADRID REINA VICTORIA | ME by Meliá | Spain | Certified Silver | Silver | ||
| BARCELONA SKY | Meliá | Spain | Certified Silver | Platinum | ||
| ATLANTICO - ISLA CANELA | Meliá | Spain | Gold | Bronze | ||
| COSTABLANCA | Sol Resorts | Spain | In process | Silver | ||
| FALCÓ ALL INCLUSIVE | Sol Resorts | Spain | Gold | Silver | ||
| MARBELLA BANUS | Meliá | Spain | Benchmarked Bronze | Silver | ||
| LEBREROS | Meliá | Spain | In process | Silver | ||
| SEVILLA | Meliá | Spain | In process | GreenPartner | ||
| SANCTI PETRI | Gran Meliá | Spain | Gold | Platinum | ||
| BENIDORM | Meliá | Spain | Benchmarked Bronze | Gold |
| Hotel | Brand | Country | EARTHCHECK (endorsed GSCT) |
"TRAVELIFE (endorsed GSCT) |
GREEN LEADERS | "OTHERS (endorsed GSCT*) |
|
|---|---|---|---|---|---|---|---|
| COSTA DEL SOL | Meliá | Spain | Benchmarked Bronze | Platinum | |||
| KATMANDU PARK & RESORT | Sol Katmandú | Spain | Certified Silver | Gold | |||
| ZARAGOZA | Innside by Meliá | Spain | In process | GreenPartner | |||
| DE MAR | Gran Meliá | Spain | Certified Silver | Bronze | |||
| BARCELONA SARRIA | Meliá | Spain | Certified Silver | Gold | |||
| CALA GALDANA MENORCA | Meliá | Spain | Gold | Gold | |||
| SALINAS | Meliá | Spain | In process | Bronze | |||
| CALABLANCA | Innside by Meliá | Spain | Certified Silver | Silver | |||
| PALMA MARINA | Meliá | Spain | In process | Silver | |||
| SITGES | Meliá | Spain | In process | Bronze | |||
| PALACIO DE ISORA | Gran Meliá | Spain | Certified Gold | In process | Gold | ||
| NEW YORK NOMAD | Innside by Meliá | USA | Gold | ||||
| PARIS CHAMPS ELYSÉES | Meliá | France | GreenPartner | ||||
| PARIS NOTRE - DAME | Meliá | France | GreenPartner | ||||
| PARIS TOUR EIFFEL | Meliá | France | GreenPartner | ||||
| VENDOME | Meliá | France | GreenPartner | ||||
| PARIS OPERA | Managed by MHI | France | GreenPartner | ||||
| ATENAS | Meliá | Greece | GreenPartner | ||||
| JAKARTA | Gran Meliá | Indonesia | Certified Gold | ||||
| PUROSANI | Meliá | Indonesia | Certified Gold | ||||
| BEACH HOUSE BALI BENOA | Sol Beach House | Indonesia | Certified Master | ||||
| BALI | Meliá | Indonesia | Certified Master | Gold | |||
| ROMA | Gran Meliá | Italy | Benchmarked Bronze | ||||
| MILAN IL DUCA | ME by Meliá | Italy | In process | ||||
| GENOVA | Meliá | Italy | In process | Silver | |||
| MILANO | Meliá | Italy | In process | Bronze | |||
| LUXEMBOURG | Meliá | Luxembourg | Benchmarked Bronze | Gold | |||
| KUALA LUMPUR | Meliá | Malaysia | Certified Platinum | ||||
| ME CABO | ME by Meliá | Mexico | Benchmarked Bronze | ||||
| LOS CABOS | Paradisus | Mexico | Benchmarked Bronze | ||||
| COZUMEL | Meliá | Mexico | In process | ||||
| CANCUN | Paradisus | Mexico | Certified Gold | Silver | |||
| PLAYA DEL CARMEN LA PERLA | Paradisus | Mexico | Certified Gold | Platinum | |||
| PLAYA DEL CARMEN LA ESMERALDA | Paradisus | Mexico | Certified Gold | Platinum | |||
| LIMA | Meliá | Peru | In process | ||||
| WHITE HOUSE | Meliá | United Kingdom | Benchmarked Bronze | Bronze | |||
| GRAND RESERVE AT PARADISUS PALMA REAL Paradisus | Dominican Rep. | Certified Gold | |||||
| GRAND RESERVE - CIRCLE | Paradisus | Dominican Rep. | In process | ||||
| PUNTA CANA BEACH ADULTS ONLY | Meliá | Dominican Rep. | Certified Gold | Silver | |||
| PUNTA CANA RESORT | Paradisus | Dominican Rep. | Certified Gold | Gold | |||
| PALMA REAL GOLF & SPA RESORT | Paradisus | Dominican Rep. | Certified Gold | Silver | |||
| THE RESERVE PARADISUS PALMA REAL | Paradisus | Dominican Rep. | Certified Gold | Silver | |||
| THE RESERVE PARADISUS PUNTA CANA | Paradisus | Dominican Rep. | Certified Gold | Silver | |||
| HANOI | Meliá | Vietnam | Benchmarked Bronze | ||||
| ZANZIBAR | Meliá | Tanzania | In process | "SAPLING Level Certified (Responsible Tourism Tanzania)" |
|||
| TOTAL | 76 | 17 | 88 | 3 |
AGGREGATED PERIMETER
| SENIOR MANAGEMENT | MIDDLE MANAGEMENT | STAFF | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGION | GENDER | YEAR | Club Meliá |
Other Activities |
Hotel | Corporate Offices |
Total | Club Meliá |
Other Activities |
Hotel | Corporate Offices |
Total | Club Meliá |
Other Activities |
Hotel | Corporate Offices |
Total | GRAND TOTAL |
| EMEA | Female | FTE 19 | 14.90 | 0.92 | 15.81 | 5.13 | 287.38 | 29.31 | 321.82 | 68.16 | 1,856.16 | 15.83 | 1,940.15 | 2,277.78 | ||||
| EMEA | Female | FTE 18 | 7.11 | 1.10 | 8.20 | 4.18 | 261.95 | 22.14 | 288.27 | 79.66 | 1,994.50 | 20.85 | 2,095.01 | 2,391.49 | ||||
| EMEA | Men | FTE 19 | 1.00 | 47.80 | 2.33 | 51.13 | 19.29 | 353.97 | 14.01 | 387.27 | 136.14 | 1,944.99 | 6.43 | 2,087.56 | 2,525.96 | |||
| EMEA | Men | FTE 18 | 35.19 | 9.23 | 44.42 | 17.94 | 346.62 | 12.77 | 377.33 | 141.27 | 1,973.83 | 8.04 | 2,123.14 | 2,544.89 | ||||
| EMEA | Total | FTE 19 | 1.00 | 62.70 | 3.25 | 66.95 | 24.41 | 641.36 | 43.31 | 709.08 | 204.30 | 3,801.15 | 22.26 | 4,027.71 | 4,803.74 | |||
| EMEA | Total | FTE 18 | 42.30 | 10.33 | 52.63 | 22.12 | 608.58 | 34.91 | 665.61 | 220.93 | 3,968.33 | 28.90 | 4,218.15 | 4,936.39 | ||||
| CUBA | Female | FTE 19 | 1.00 | 1.00 | 153.00 | 3.00 | 156.00 | 0.00 | 5,394.00 | 11.65 | 5,405.65 | 5,562.65 | ||||||
| CUBA | Female | FTE 18 | 139.00 | 2.00 | 141.00 | 5,161.00 | 4.00 | 5,165.00 | 5,306.00 | |||||||||
| CUBA | Men | FTE 19 | 24.90 | 24.90 | 225.00 | 9.25 | 234.25 | 5,947.50 | 24.18 | 5,971.68 | 6,230.83 | |||||||
| CUBA | Men | FTE 18 | 23.84 | 3.00 | 26.84 | 212.17 | 5.00 | 217.17 | 5,777.00 | 13.08 | 5,790.08 | 6,034.08 | ||||||
| CUBA | Total | FTE 19 | 24.90 | 1.00 | 25.90 | 378.00 | 12.25 | 390.25 | 0.00 | 11,341.50 | 35.83 | 11,377.33 | 11,793.48 | |||||
| CUBA | Total | FTE 18 | 23.84 | 3.00 | 26.84 | 351.17 | 7.00 | 358.17 | 10,938.00 | 17.08 | 10,955.08 | 11,340.08 | ||||||
| SPAIN | Female | FTE 19 | 0.83 | 41.71 | 41.07 | 83.61 | 16.81 | 605.60 | 154.25 | 776.67 | 1.00 | 113.03 | 4,751.84 | 402.36 | 5,268.24 | 6,128.51 | ||
| SPAIN | Female | FTE 18 | 0.86 | 22.50 | 39.07 | 62.43 | 13.98 | 628.78 | 117.13 | 759.89 | 1.00 | 111.75 | 4,717.13 | 471.41 | 5,301.29 | 6,123.60 | ||
| SPAIN | Men | FTE 19 | 5.16 | 100.06 | 67.84 | 173.06 | 1.00 | 26.01 | 843.05 | 161.99 | 1,032.04 | 1.50 | 164.33 | 4,245.01 | 212.76 | 4,623.59 | 5,828.70 | |
| SPAIN | Men | FTE 18 | 1.00 | 4.00 | 67.90 | 75.85 | 148.75 | 29.78 | 885.06 | 119.81 | 1,034.65 | 1.50 | 178.20 | 4,280.56 | 307.08 | 4,767.35 | 5,950.74 | |
| SPAIN | Total | FTE 19 | 0.00 | 5.99 | 141.76 | 108.91 | 256.67 | 1.00 | 42.82 | 1,448.65 | 316.24 | 1,808.71 | 2.50 | 277.36 | 8,996.85 | 615.12 | 9,891.83 | 11,957.21 |
| SPAIN | Total | FTE 18 | 1.00 | 4.86 | 90.40 | 114.92 | 211.18 | 43.76 | 1,513.84 | 236.94 | 1,794.53 | 2.50 | 289.95 | 8,997.69 | 778.49 | 10,068.63 | 12,074.34 | |
| ASIA | Female | FTE 19 | 7.18 | 2.28 | 9.46 | 217.31 | 14.85 | 232.17 | 1,581.83 | 7.41 | 1,589.24 | 1,830.86 | ||||||
| ASIA | Female | FTE 18 | 4.38 | 5.16 | 9.54 | 223.08 | 10.67 | 233.76 | 1,490.20 | 8.64 | 1,498.84 | 1,742.13 | ||||||
| ASIA | Men | FTE 19 | 21.46 | 10.03 | 31.49 | 376.07 | 6.05 | 382.12 | 2,611.14 | 2.83 | 2,613.97 | 3,027.59 | ||||||
| ASIA | Men | FTE 18 | 16.07 | 12.81 | 28.87 | 402.08 | 6.01 | 408.09 | 2,647.24 | 2.99 | 2,650.23 | 3,087.19 | ||||||
| ASIA | Total | FTE 19 | 28.64 | 12.32 | 40.95 | 593.38 | 20.91 | 614.29 | 4,192.97 | 10.24 | 4,203.21 | 4,858.45 | ||||||
| ASIA | Total | FTE 18 | 20.44 | 17.97 | 38.41 | 625.17 | 16.68 | 641.85 | 4,137.44 | 11.62 | 4,149.06 | 4,829.33 | ||||||
| AMERICA | Female | FTE 19 | 13.78 | 8.78 | 22.56 | 11.21 | 4.00 | 313.75 | 42.99 | 371.95 | 142.85 | 74.59 | 3,959.42 | 22.45 | 4,199.31 | 4,593.82 | ||
| AMERICA | Female | FTE 18 | 1.37 | 7.85 | 10.47 | 19.68 | 21.07 | 8.57 | 434.96 | 37.91 | 502.51 | 134.54 | 86.95 | 3,952.92 | 43.06 | 4,217.46 | 4,739.65 | |
| AMERICA | Men | FTE 19 | 2.07 | 38.51 | 16.71 | 57.29 | 14.18 | 13.00 | 469.10 | 45.04 | 541.32 | 170.02 | 257.23 | 6,665.72 | 19.42 | 7,112.40 | 7,711.01 | |
| AMERICA | Men | FTE 18 | 2.00 | 2.00 | 25.98 | 26.01 | 55.98 | 9.09 | 24.07 | 948.85 | 36.07 | 1,018.07 | 133.32 | 286.81 | 6,512.04 | 39.66 | 6,971.84 | 8,045.89 |
| AMERICA Total | FTE 19 | 0.00 | 2.07 | 52.30 | 25.48 | 79.85 | 25.39 | 17.00 | 782.85 | 88.02 | 913.26 | 312.87 | 331.82 | 10,625.14 | 41.87 | 11,311.71 | 12,304.83 | |
| AMERICA Total | FTE 18 | 3.37 | 2.00 | 33.82 | 36.47 | 75.66 | 30.16 | 32.64 | 1,383.81 | 73.98 | 1,520.58 | 267.86 | 373.76 | 10,464.96 | 82.72 | 11,189.30 | 12,785.55 | |
| FTE 19 | 0.00 | 9.07 | 310.30 | 150.96 | 470.32 | 26.39 | 84.23 3,844.23 | 480.74 | 4,435.59 | 315.37 | 813.48 | 38,957.61 | 725.33 | 40,811.80 | 45,717.71 | |||
| FINAL TOTAL | FTE 18 | 4.37 | 6.86 | 210.80 | 182.68 | 404.71 | 30.16 | 98.52 4,482.56 | 369.51 | 4,980.74 | 270.36 | 884.64 38,506.42 | 918.81 40,580.23 | 45,965.68 | ||||
Staff hired through the Cuban Employment Office: 25.60%
CONSOLIDATED PERIMETER
| SENIOR MANAGEMENT | MIDDLE MANAGEMENT | STAFF | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGION | GENDER | YEAR | Club Meliá |
Other Activities |
Hotel | Corporate Offices |
Total | Club Meliá |
Other Activities |
Hotel | Corporate Offices |
Total | Club Meliá |
Other Activities |
Hotel | Corporate Offices |
Total | GRAND TOTAL |
| EMEA | Female | FTE 19 | 11.40 | 0.92 | 12.32 | 5.13 | 217.67 | 29.31 | 252.10 | 68.16 | 795.70 | 15.83 | 879.69 | 1,144.10 | ||||
| EMEA | Female | FTE 18 | 5.90 | 1.10 | 7.00 | 4.18 | 213.37 | 22.14 | 239.69 | 79.66 | 986.70 | 20.85 | 1,087.22 | 1,333.90 | ||||
| EMEA | Men | FTE 19 | 1.00 | 33.14 | 2.33 | 36.47 | 19.29 | 220.79 | 14.01 | 254.09 | 136.14 | 837.51 | 6.43 | 980.09 | 1,270.65 | |||
| EMEA | Men | FTE 18 | 26.25 | 8.82 | 35.07 | 17.94 | 236.33 | 12.77 | 267.04 | 141.27 | 957.03 | 8.04 | 1,106.34 | 1,408.45 | ||||
| EMEA | Total | FTE 19 | 1.00 | 44.55 | 3.25 | 48.79 | 24.41 | 438.46 | 43.31 | 506.19 | 204.30 | 1,633.21 | 22.26 | 1,859.77 | 2,414.75 | |||
| EMEA | Total | FTE 18 | 32.15 | 9.91 | 42.07 | 22.12 | 449.70 | 34.91 | 506.73 | 220.93 | 1,943.73 | 28.90 | 2,193.56 | 2,742.35 | ||||
| CUBA | Female | FTE 19 | 1.00 | 1.00 | 3.00 | 3.00 | 11.65 | 11.65 | 15.65 | |||||||||
| CUBA | Female | FTE 18 | 15.00 | 2.00 | 17.00 | 63.00 | 4.00 | 67.00 | 84.00 | |||||||||
| CUBA | Men | FTE 19 | 9.25 | 9.25 | 24.18 | 24.18 | 33.43 | |||||||||||
| CUBA | Men | FTE 18 | 3.00 | 3.00 | 9.00 | 5.00 | 14.00 | 45.00 | 13.08 | 58.08 | 75.08 | |||||||
| CUBA | Total | FTE 19 | 1.00 | 1.00 | 12.25 | 12.25 | 35.83 | 35.83 | 49.08 | |||||||||
| CUBA | Total | FTE 18 | 3.00 | 3.00 | 24.00 | 7.00 | 31.00 | 108.00 | 17.08 | 125.08 | 159.08 | |||||||
| SPAIN | Female | FTE 19 | 35.34 | 41.07 | 76.41 | 7.89 | 448.33 | 154.25 | 610.47 | 1.00 | 52.74 | 3,198.64 | 401.53 | 3,653.91 | 4,340.79 | |||
| SPAIN | Female | FTE 18 | 0.86 | 20.58 | 39.07 | 60.51 | 6.90 | 473.80 | 117.13 | 597.83 | 1.00 | 58.21 | 3,239.41 | 470.41 | 3,769.03 | 4,427.37 | ||
| SPAIN | Men | FTE 19 | 3.16 | 75.82 | 67.84 | 146.82 | 1.00 | 12.06 | 580.50 | 160.99 | 754.55 | 1.50 | 84.49 | 2,855.31 | 212.02 | 3,153.31 | 4,054.68 | |
| SPAIN | Men | FTE 18 | 1.00 | 2.00 | 55.85 | 75.85 | 134.70 | 16.68 | 615.71 | 119.81 | 752.21 | 1.50 | 109.68 | 2,921.49 | 306.08 | 3,338.75 | 4,225.66 | |
| SPAIN | Total | FTE 19 | 3.16 | 111.16 | 108.91 | 223.23 | 1.00 | 19.95 | 1,028.82 | 315.24 | 1,365.02 | 2.50 | 137.22 | 6,053.95 | 613.55 | 6,807.22 | 8,395.47 | |
| SPAIN | Total | FTE 18 | 1.00 | 2.86 | 76.44 | 114.92 | 195.21 | 23.58 | 1,089.51 | 236.94 | 1,350.03 | 2.50 | 167.89 | 6,160.91 | 776.49 | 7,107.79 | 8,653.03 | |
| ASIA | Female | FTE 19 | 2.28 | 2.28 | 14.85 | 14.85 | 7.41 | 7.41 | 24.55 | |||||||||
| ASIA | Female | FTE 18 | 5.16 | 5.16 | 10.67 | 10.67 | 8.64 | 8.64 | 24.47 | |||||||||
| ASIA | Men | FTE 19 | 10.03 | 10.03 | 6.05 | 6.05 | 2.83 | 2.83 | 18.92 | |||||||||
| ASIA | Men | FTE 18 | 12.81 | 12.81 | 0.25 | 6.01 | 6.26 | 2.99 | 2.99 | 22.05 | ||||||||
| ASIA | Total | FTE 19 | 12.32 | 12.32 | 20.91 | 20.91 | 10.24 | 10.24 | 43.47 | |||||||||
| ASIA | Total | FTE 18 | 17.97 | 17.97 | 0.25 | 16.68 | 16.93 | 11.62 | 11.62 | 46.53 | ||||||||
| AMERICA | Female | FTE 19 | 3.82 | 8.78 | 12.60 | 11.21 | 3.00 | 183.10 | 42.99 | 240.30 | 142.85 | 70.75 | 2,676.98 | 22.45 | 2,913.03 | 3,165.94 | ||
| AMERICA | Female | FTE 18 | 1.37 | 1.85 | 10.47 | 13.68 | 21.07 | 8.57 | 291.62 | 37.91 | 359.18 | 134.54 | 86.95 | 2,601.87 | 43.06 | 2,866.42 | 3,239.28 | |
| AMERICA | Men | FTE 19 | 2.07 | 20.18 | 16.71 | 38.96 | 14.18 | 9.75 | 325.27 | 45.04 | 394.24 | 170.02 | 246.57 | 5,266.25 | 19.42 | 5,702.26 | 6,135.47 | |
| AMERICA | Men | FTE 18 | 2.00 | 2.00 | 12.75 | 26.01 | 42.76 | 9.09 | 24.07 | 767.46 | 36.07 | 836.68 | 133.32 | 286.81 | 5,083.09 | 39.66 | 5,542.89 | 6,422.33 |
| AMERICA Total | FTE 19 | 2.07 | 24.01 | 25.48 | 51.57 | 25.39 | 12.75 | 508.37 | 88.02 | 634.54 | 312.87 | 317.32 | 7,943.23 | 41.87 | 8,615.30 | 9,301.40 | ||
| AMERICA Total | FTE 18 | 3.37 | 2.00 | 14.60 | 36.47 | 56.44 | 30.16 | 32.64 | 1,059.08 | 73.98 | 1,195.86 | 267.86 | 373.76 | 7,684.97 | 82.72 | 8,409.31 | 9,661.60 | |
| FTE 19 | 6.24 | 179.71 | 150.96 | 336.90 | 26.39 | 57.12 | 1,975.66 | 479.74 | 2,538.90 | 315.37 | 658.84 15,630.40 | 723.75 | 17,328.36 | 20,204.17 | ||||
| FINAL TOTAL | FTE 18 | 4.37 | 4.86 | 123.19 | 182.27 | 314.68 | 30.16 | 78.35 | 2,622.54 | 369.51 | 3,100.55 | 270.36 | 762.58 | 15,897.61 | 916.81 | 17,847.35 | 21,262.59 | |
Staff hired through the Cuban Employment Office: 25.60%
AGGREGATED PERIMETER
| SENIOR MANAGEMENT | MIDDLE MANAGEMENT | STAFF | TOTAL | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGION | GENDER | YEAR | Full | Partial | Total | Full | Partial | Total | Full | Partial | Total | GENERAL |
| EMEA | Female | FTE 19 | 15.81 | 15.81 | 308.85 | 12.97 | 321.82 | 1,840.26 | 99.89 | 1,940.15 | 2,277.78 | |
| EMEA | Female | FTE 18 | 8.20 | 8.20 | 275.00 | 13.27 | 288.27 | 2,004.73 | 90.29 | 2,095.01 | 2,391.49 | |
| EMEA | Men | FTE 19 | 51.13 | 51.13 | 385.91 | 1.36 | 387.27 | 2,027.34 | 60.22 | 2,087.56 | 2,525.96 | |
| EMEA | Men | FTE 18 | 44.42 | 44.42 | 377.24 | 0.09 | 377.33 | 2,079.48 | 43.66 | 2,123.14 | 2,544.89 | |
| EMEA | Total | FTE 19 | 66.95 | 66.95 | 694.75 | 14.33 | 709.08 | 3,867.61 | 160.11 | 4,027.71 | 4,803.74 | |
| EMEA | Total | FTE 18 | 52.63 | 52.63 | 652.24 | 13.36 | 665.61 | 4,084.20 | 133.95 | 4,218.15 | 4,936.39 | |
| CUBA | Female | FTE 19 | 1.00 | 1.00 | 153.00 | 3.00 | 156.00 | 5,157.65 | 248.00 | 5,405.65 | 5,562.65 | |
| CUBA | Female | FTE 18 | 138.00 | 3.00 | 141.00 | 5,013.00 | 152.00 | 5,165.00 | 5,306.00 | |||
| CUBA | Men | FTE 19 | 24.90 | 24.90 | 227.25 | 7.00 | 234.25 | 5,695.68 | 276.00 | 5,971.68 | 6,230.83 | |
| CUBA | Men | FTE 18 | 26.84 | 26.84 | 209.17 | 8.00 | 217.17 | 5,586.08 | 204.00 | 5,790.08 | 6,034.08 | |
| CUBA | Total | FTE 19 | 25.90 | 25.90 | 380.25 | 10.00 | 390.25 | 10,853.33 | 524.00 | 11,377.33 | 11,793.48 | |
| CUBA | Total | FTE 18 | 26.84 | 26.84 | 347.17 | 11.00 | 358.17 | 10,599.08 | 356.00 | 10,955.08 | 11,340.08 | |
| SPAIN | Female | FTE 19 | 83.61 | 83.61 | 770.90 | 5.77 | 776.67 | 4,953.38 | 314.86 | 5,268.24 | 6,128.51 | |
| SPAIN | Female | FTE 18 | 62.43 | 62.43 | 753.25 | 6.64 | 759.89 | 4,970.90 | 330.39 | 5,301.29 | 6,123.60 | |
| SPAIN | Men | FTE 19 | 170.99 | 2.06 | 173.06 | 1,013.84 | 18.20 | 1,032.04 | 4,464.68 | 158.91 | 4,623.59 | 5,828.70 |
| SPAIN | Men | FTE 18 | 147.52 | 1.23 | 148.75 | 1,014.80 | 19.85 | 1,034.65 | 4,597.55 | 169.79 | 4,767.35 | 5,950.74 |
| SPAIN | Total | FTE 19 | 254.60 | 2.06 | 256.67 | 1,784.74 | 23.97 | 1,808.71 | 9,418.06 | 473.77 | 9,891.83 | 11,957.21 |
| SPAIN | Total | FTE 18 | 209.94 | 1.23 | 211.18 | 1,768.05 | 26.49 | 1,794.53 | 9,568.45 | 500.18 | 10,068.63 | 12,074.34 |
| ASIA | Female | FTE 19 | 9.46 | 9.46 | 232.17 | 232.17 | 1,588.46 | 0.78 | 1,589.24 | 1,830.86 | ||
| ASIA | Female | FTE 18 | 9.54 | 9.54 | 233.76 | 233.76 | 1,498.84 | 1,498.84 | 1,742.13 | |||
| ASIA | Men | FTE 19 | 31.49 | 31.49 | 382.04 | 0.08 | 382.12 | 2,612.64 | 1.33 | 2,613.97 | 3,027.59 | |
| ASIA | Men | FTE 18 | 28.87 | 28.87 | 408.09 | 408.09 | 2,650.23 | 2,650.23 | 3,087.19 | |||
| ASIA | Total | FTE 19 | 40.95 | 40.95 | 614.21 | 0.08 | 614.29 | 4,201.10 | 2.11 | 4,203.21 | 4,858.45 | |
| ASIA | Total | FTE 18 | 38.41 | 38.41 | 641.85 | 641.85 | 4,149.06 | 4,149.06 | 4,829.33 | |||
| AMERICA | Female | FTE 19 | 22.56 | 22.56 | 371.95 | 371.95 | 4,194.39 | 4.92 | 4,199.31 | 4,593.82 | ||
| AMERICA | Female | FTE 18 | 19.68 | 19.68 | 501.91 | 0.60 | 502.51 | 4,208.86 | 8.61 | 4,217.46 | 4,739.65 | |
| AMERICA | Men | FTE 19 | 57.29 | 57.29 | 541.32 | 541.32 | 7,106.49 | 5.91 | 7,112.40 | 7,711.01 | ||
| AMERICA | Men | FTE 18 | 55.98 | 55.98 | 1,018.07 | 1,018.07 | 6,961.89 | 9.94 | 6,971.84 | 8,045.89 | ||
| AMERICA | Total | FTE 19 | 79.85 | 79.85 | 913.26 | 0.00 | 913.26 | 11,300.88 | 10.83 | 11,311.71 | 12,304.83 | |
| AMERICA | Total | FTE 18 | 75.66 | 75.66 | 1,519.98 | 0.60 | 1,520.58 | 11,170.75 | 18.55 | 11,189.30 | 12,785.55 | |
| FTE 19 | 468.26 | 2.06 | 470.32 | 4,387.21 | 48.38 | 4,435.59 | 39,640.99 | 1,170.81 | 40,811.80 | 45,717.71 | ||
| FINAL TOTAL | FTE 18 | 403.48 | 1.23 | 404.71 | 4,929.29 | 51.45 | 4,980.74 | 39,571.55 | 1,008.68 | 40,580.23 | 45,965.68 |
GRI 102-8
CONSOLIDATED PERIMETER
| SENIOR MANAGEMENT | MIDDLE MANAGEMENT | STAFF | TOTAL | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGION | GENDER | YEAR | Full | Partial | Total | Full | Partial | Total | Full | Partial | Total | GENERAL |
| EMEA | Female | FTE 19 | 12.32 | 12.32 | 239.13 | 12.97 | 252.10 | 784.49 | 95.20 | 879.69 | 1,144.10 | |
| EMEA | Female | FTE 18 | 7.00 | 7.00 | 226.42 | 13.27 | 239.69 | 997.39 | 89.83 | 1,087.22 | 1,333.90 | |
| EMEA | Men | FTE 19 | 36.47 | 36.47 | 252.73 | 1.36 | 254.09 | 924.26 | 55.83 | 980.09 | 1,270.65 | |
| EMEA | Men | FTE 18 | 35.07 | 35.07 | 266.95 | 0.09 | 267.04 | 1,063.26 | 43.08 | 1,106.34 | 1,408.45 | |
| EMEA | Total | FTE 19 | 48.79 | 48.79 | 491.86 | 14.33 | 506.19 | 1,708.74 | 151.03 | 1,859.77 | 2,414.75 | |
| EMEA | Total | FTE 18 | 42.07 | 42.07 | 493.36 | 13.36 | 506.73 | 2,060.65 | 132.91 | 2,193.56 | 2,742.35 | |
| CUBA | Female | FTE 19 | 1.00 | 1.00 | 3.00 | 3.00 | 11.65 | 11.65 | 15.65 | |||
| CUBA | Female | FTE 18 | 17.00 | 17.00 | 67.00 | 67.00 | 84.00 | |||||
| CUBA | Men | FTE 19 | 9.25 | 9.25 | 24.18 | 24.18 | 33.43 | |||||
| CUBA | Men | FTE 18 | 3.00 | 3.00 | 14.00 | 14.00 | 58.08 | 58.08 | 75.08 | |||
| CUBA | Total | FTE 19 | 1.00 | 1.00 | 12.25 | 12.25 | 35.83 | 35.83 | 49.08 | |||
| CUBA | Total | FTE 18 | 3.00 | 3.00 | 31.00 | 31.00 | 125.08 | 125.08 | 159.08 | |||
| SPAIN | Female | FTE 19 | 76.41 | 76.41 | 606.16 | 4.31 | 610.47 | 3,467.82 | 186.09 | 3,653.91 | 4,340.79 | |
| SPAIN | Female | FTE 18 | 60.51 | 60.51 | 592.84 | 4.99 | 597.83 | 3,573.59 | 195.45 | 3,769.03 | 4,427.37 | |
| SPAIN | Men | FTE 19 | 144.90 | 1.91 | 146.82 | 741.37 | 13.18 | 754.55 | 3,071.85 | 81.46 | 3,153.31 | 4,054.68 |
| SPAIN | Men | FTE 18 | 133.48 | 1.22 | 134.70 | 738.61 | 13.60 | 752.21 | 3,249.73 | 89.03 | 3,338.75 | 4,225.66 |
| SPAIN | Total | FTE 19 | 221.32 | 1.91 | 223.23 | 1,347.53 | 17.49 | 1,365.02 | 6,539.67 | 267.55 | 6,807.22 | 8,395.47 |
| SPAIN | Total | FTE 18 | 193.99 | 1.22 | 195.21 | 1,331.45 | 18.59 | 1,350.03 | 6,823.31 | 284.47 | 7,107.79 | 8,653.03 |
| ASIA | Female | FTE 19 | 2.28 | 2.28 | 14.85 | 14.85 | 7.41 | 7.41 | 24.55 | |||
| ASIA | Female | FTE 18 | 5.16 | 5.16 | 10.67 | 10.67 | 8.64 | 8.64 | 24.47 | |||
| ASIA | Men | FTE 19 | 10.03 | 10.03 | 6.05 | 6.05 | 2.83 | 2.83 | 18.92 | |||
| ASIA | Men | FTE 18 | 12.81 | 12.81 | 6.26 | 6.26 | 2.99 | 2.99 | 22.05 | |||
| ASIA | Total | FTE 19 | 12.32 | 12.32 | 20.91 | 20.91 | 10.24 | 10.24 | 43.47 | |||
| ASIA | Total | FTE 18 | 17.97 | 17.97 | 16.93 | 16.93 | 11.62 | 11.62 | 46.53 | |||
| AMERICA | Female | FTE 19 | 12.60 | 12.60 | 240.30 | 240.30 | 2,910.69 | 2.34 | 2,913.03 | 3,165.94 | ||
| AMERICA | Female | FTE 18 | 13.68 | 13.68 | 358.57 | 0.60 | 359.18 | 2,860.63 | 5.79 | 2,866.42 | 3,239.28 | |
| AMERICA | Men | FTE 19 | 38.96 | 38.96 | 394.24 | 394.24 | 5,699.13 | 3.14 | 5,702.26 | 6,135.47 | ||
| AMERICA | Men | FTE 18 | 42.76 | 42.76 | 836.68 | 836.68 | 5,536.00 | 6.89 | 5,542.89 | 6,422.33 | ||
| AMERICA | Total | FTE 19 | 51.57 | 51.57 | 634.54 | 634.54 | 8,609.82 | 5.48 | 8,615.30 | 9,301.40 | ||
| AMERICA | Total | FTE 18 | 56.44 | 56.44 | 1,195.26 | 0.60 | 1,195.86 | 8,396.62 | 12.68 | 8,409.31 | 9,661.60 | |
| FTE 19 | 334.99 | 1.91 | 336.90 | 2,507.08 | 31.82 | 2,538.90 | 16,904.31 | 424.06 | 17,328.36 | 20,204.17 | ||
| FINAL TOTAL | FTE 18 | 313.46 | 1.22 | 314.68 | 3,068.00 | 32.55 | 3,100.55 | 17,417.29 | 430.07 | 17,847.35 | 21,262.59 |
Secretary and Independent Director
AGGREGATED PERIMETER
| GENDER | SENIOR MANAGEMENT | MIDDLE MANAGEMENT | STAFF | TOTAL | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGION | YEAR | Permanent Temporary | Total | Permanent Temporary | Total | Permanent Temporary | Total | GENERAL | ||||
| EMEA | Female | FTE 19 | 14.31 | 1.50 | 15.81 | 306.82 | 15.00 | 321.82 | 1,762.84 | 177.31 | 1,940.15 | 2,277.78 |
| EMEA | Female | FTE 18 | 8.20 | 8.20 | 235.01 | 53.27 | 288.27 | 1,260.69 | 834.33 | 2,095.01 | 2,391.49 | |
| EMEA | Men | FTE 19 | 50.20 | 0.93 | 51.13 | 367.76 | 19.50 | 387.27 | 1,920.29 | 167.27 | 2,087.56 | 2,525.96 |
| EMEA | Men | FTE 18 | 42.17 | 2.25 | 44.42 | 301.10 | 76.24 | 377.33 | 1,378.15 | 744.98 | 2,123.14 | 2,544.89 |
| EMEA | Total | FTE 19 | 64.51 | 2.44 | 66.95 | 674.58 | 34.50 | 709.08 | 3,683.13 | 344.59 | 4,027.71 | 4,803.74 |
| EMEA | Total | FTE 18 | 50.38 | 2.25 | 52.63 | 536.11 | 129.50 | 665.61 | 2,638.84 | 1,579.31 | 4,218.15 | 4,936.39 |
| CUBA | Female | FTE 19 | 1.00 | 1.00 | 147.00 | 9.00 | 156.00 | 3,834.65 | 1,571.00 | 5,405.65 | 5,562.65 | |
| CUBA | Female | FTE 18 | 0.00 | 141.00 | 0.00 | 141.00 | 3,814.00 | 1,351.00 | 5,165.00 | 5,306.00 | ||
| CUBA | Men | FTE 19 | 24.90 | 24.90 | 230.25 | 4.00 | 234.25 | 4,437.68 | 1,534.00 | 5,971.68 | 6,230.83 | |
| CUBA | Men | FTE 18 | 26.84 | 26.84 | 217.17 | 0.00 | 217.17 | 4,483.08 | 1,307.00 | 5,790.08 | 6,034.08 | |
| CUBA | Total | FTE 19 | 25.90 | 25.90 | 377.25 | 13.00 | 390.25 | 8,272.33 | 3,105.00 | 11,377.33 | 11,793.48 | |
| CUBA | Total | FTE 18 | 26.84 | 26.84 | 358.17 | 0.00 | 358.17 | 8,297.08 | 2,658.00 | 10,955.08 | 11,340.08 | |
| SPAIN | Female | FTE 19 | 83.45 | 0.16 | 83.61 | 730.48 | 46.18 | 776.67 | 3,128.25 | 2,139.98 | 5,268.24 | 6,128.51 |
| SPAIN | Female | FTE 18 | 62.43 | 62.43 | 705.95 | 53.94 | 759.89 | 3,059.25 | 2,242.04 | 5,301.29 | 6,123.60 | |
| SPAIN | Men | FTE 19 | 172.08 | 0.98 | 173.06 | 953.93 | 78.11 | 1,032.04 | 2,896.63 | 1,726.96 | 4,623.59 | 5,828.70 |
| SPAIN | Men | FTE 18 | 148.42 | 0.32 | 148.75 | 937.03 | 97.62 | 1,034.65 | 2,926.45 | 1,840.89 | 4,767.35 | 5,950.74 |
| SPAIN | Total | FTE 19 | 255.53 | 1.14 | 256.67 | 1,684.42 | 124.29 | 1,808.71 | 6,024.88 | 3,866.95 | 9,891.83 | 11,957.21 |
| SPAIN | Total | FTE 18 | 210.85 | 0.32 | 211.18 | 1,642.97 | 151.56 | 1,794.53 | 5,985.70 | 4,082.93 | 10,068.63 | 12,074.34 |
| ASIA | Female | FTE 19 | 9.46 | 9.46 | 226.82 | 5.34 | 232.17 | 1,587.58 | 1.65 | 1,589.24 | 1,830.86 | |
| ASIA | Female | FTE 18 | 9.54 | 9.54 | 233.32 | 0.44 | 233.76 | 1,498.25 | 0.59 | 1,498.84 | 1,742.13 | |
| ASIA | Men | FTE 19 | 30.79 | 0.70 | 31.49 | 382.12 | 382.12 | 2,613.78 | 0.19 | 2,613.97 | 3,027.59 | |
| ASIA | Men | FTE 18 | 28.87 | 28.87 | 408.09 | 408.09 | 2,650.23 | 2,650.23 | 3,087.19 | |||
| ASIA | Total | FTE 19 | 40.25 | 0.70 | 40.95 | 608.95 | 5.34 | 614.29 | 4,201.36 | 1.84 | 4,203.21 | 4,858.45 |
| ASIA | Total | FTE 18 | 38.41 | 0.00 | 38.41 | 641.41 | 0.44 | 641.85 | 4,148.48 | 0.59 | 4,149.06 | 4,829.33 |
| AMERICA | Female | FTE 19 | 22.36 | 0.20 | 22.56 | 346.62 | 25.32 | 371.95 | 3,342.60 | 856.71 | 4,199.31 | 4,593.82 |
| AMERICA | Female | FTE 18 | 19.68 | 19.68 | 472.90 | 29.61 | 502.51 | 3,243.73 | 973.73 | 4,217.46 | 4,739.65 | |
| AMERICA | Men | FTE 19 | 56.00 | 1.30 | 57.29 | 491.64 | 49.68 | 541.32 | 5,805.98 | 1,306.42 | 7,112.40 | 7,711.01 |
| AMERICA | Men | FTE 18 | 54.16 | 1.82 | 55.98 | 966.17 | 51.90 | 1,018.07 | 5,341.34 | 1,630.49 | 6,971.84 | 8,045.89 |
| AMERICA | Total | FTE 19 | 78.36 | 1.50 | 79.85 | 838.26 | 75.00 | 913.26 | 9,148.58 | 2,163.13 | 11,311.71 | 12,304.83 |
| AMERICA | Total | FTE 18 | 73.84 | 1.82 | 75.66 | 1,439.07 | 81.52 | 1,520.58 | 8,585.07 | 2,604.23 | 11,189.30 | 12,785.55 |
| FTE 19 | 464.55 | 5.78 | 470.32 | 4,183.45 | 252.14 | 4,435.59 | 31,330.29 | 9,481.51 | 40,811.80 | 45,717.71 | ||
| FINAL TOTAL | FTE 18 | 400.32 | 4.39 | 404.71 | 4,617.73 | 363.02 | 4,980.74 | 29,655.18 | 10,925.05 | 40,580.23 | 45,965.68 |
GRI 102-8
CONSOLIDATED PERIMETER
| SENIOR MANAGEMENT | MIDDLE MANAGEMENT | STAFF | TOTAL | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGION | GENDER | YEAR | Permanent Temporary | Total | Permanent Temporary | Total | Permanent Temporary | Total | GENERAL | |||||
| EMEA | Female | FTE 19 | 11.32 | 1.00 | 12.32 | 239.40 | 12.70 | 252.10 | 746.98 | 132.70 | 879.69 | 1,144.10 | ||
| EMEA | Female | FTE 18 | 7.00 | 7.00 | 197.87 | 41.82 | 239.69 | 727.08 | 360.14 | 1,087.22 | 1,333.90 | |||
| EMEA | Men | FTE 19 | 36.23 | 0.25 | 36.47 | 237.05 | 17.04 | 254.09 | 851.11 | 128.98 | 980.09 | 1,270.65 | ||
| EMEA | Men | FTE 18 | 33.81 | 1.25 | 35.07 | 217.15 | 49.89 | 267.04 | 776.77 | 329.57 | 1,106.34 | 1,408.45 | ||
| EMEA | Total | FTE 19 | 47.55 | 1.25 | 48.79 | 476.45 | 29.74 | 506.19 | 1,598.09 | 261.68 | 1,859.77 | 2,414.75 | ||
| EMEA | Total | FTE 18 | 40.81 | 1.25 | 42.07 | 415.02 | 91.70 | 506.73 | 1,503.85 | 689.71 | 2,193.56 | 2,742.35 | ||
| CUBA | Female | FTE 19 | 1.00 | 1.00 | 3.00 | 3.00 | 11.65 | 11.65 | 15.65 | |||||
| CUBA | Female | FTE 18 | 17.00 | 17.00 | 67.00 | 67.00 | 84.00 | |||||||
| CUBA | Men | FTE 19 | 9.25 | 9.25 | 24.18 | 24.18 | 33.43 | |||||||
| CUBA | Men | FTE 18 | 3.00 | 3.00 | 14.00 | 14.00 | 58.08 | 58.08 | 75.08 | |||||
| CUBA | Total | FTE 19 | 1.00 | 1.00 | 12.25 | 12.25 | 35.83 | 35.83 | 49.08 | |||||
| CUBA | Total | FTE 18 | 3.00 | 3.00 | 31.00 | 31.00 | 125.08 | 125.08 | 159.08 | |||||
| SPAIN | Female | FTE 19 | 76.25 | 0.16 | 76.41 | 578.99 | 31.48 | 610.47 | 2,186.85 | 1,467.05 | 3,653.91 | 4,340.79 | ||
| SPAIN | Female | FTE 18 | 60.51 | 60.51 | 559.84 | 37.98 | 597.83 | 2,198.87 | 1,570.16 | 3,769.03 | 4,427.37 | |||
| SPAIN | Men | FTE 19 | 145.84 | 0.98 | 146.82 | 701.21 | 53.33 | 754.55 | 2,002.72 | 1,150.60 | 3,153.31 | 4,054.68 | ||
| SPAIN | Men | FTE 18 | 134.38 | 0.32 | 134.70 | 686.88 | 65.33 | 752.21 | 2,082.92 | 1,255.84 | 3,338.75 | 4,225.66 | ||
| SPAIN | Total | FTE 19 | 222.09 | 1.14 | 223.23 | 1,280.21 | 84.81 | 1,365.02 | 4,189.57 | 2,617.65 | 6,807.22 | 8,395.47 | ||
| SPAIN | Total | FTE 18 | 194.89 | 0.32 | 195.21 | 1,246.72 | 103.31 | 1,350.03 | 4,281.79 | 2,826.00 | 7,107.79 | 8,653.03 | ||
| ASIA | Female | FTE 19 | 2.28 | 2.28 | 10.23 | 4.63 | 14.85 | 5.92 | 1.49 | 7.41 | 24.55 | |||
| ASIA | Female | FTE 18 | 5.16 | 5.16 | 10.24 | 0.44 | 10.67 | 8.05 | 0.59 | 8.64 | 24.47 | |||
| ASIA | Men | FTE 19 | 9.33 | 0.70 | 10.03 | 6.05 | 6.05 | 2.83 | 2.83 | 18.92 | ||||
| ASIA | Men | FTE 18 | 12.81 | 12.81 | 6.26 | 6.26 | 2.99 | 2.99 | 22.05 | |||||
| ASIA | Total | FTE 19 | 11.61 | 0.70 | 12.32 | 16.28 | 4.63 | 20.91 | 8.75 | 1.49 | 10.24 | 43.47 | ||
| ASIA | Total | FTE 18 | 17.97 | 17.97 | 16.50 | 0.44 | 16.93 | 11.04 | 0.59 | 11.62 | 46.53 | |||
| AMERICA | Female | FTE 19 | 12.40 | 0.20 | 12.60 | 217.84 | 22.47 | 240.30 | 2,081.61 | 831.42 | 2,913.03 | 3,165.94 | ||
| AMERICA | Female | FTE 18 | 13.68 | 13.68 | 336.55 | 22.63 | 359.18 | 1,963.40 | 903.02 | 2,866.42 | 3,239.28 | |||
| AMERICA | Men | FTE 19 | 37.67 | 1.30 | 38.96 | 349.64 | 44.59 | 394.24 | 4,433.84 | 1,268.42 | 5,702.26 | 6,135.47 | ||
| AMERICA | Men | FTE 18 | 40.94 | 1.82 | 42.76 | 798.13 | 38.55 | 836.68 | 4,017.57 | 1,525.32 | 5,542.89 | 6,422.33 | ||
| AMERICA | Total | FTE 19 | 50.07 | 1.50 | 51.57 | 567.48 | 67.06 | 634.54 | 6,515.45 | 2,099.85 | 8,615.30 | 9,301.40 | ||
| AMERICA | Total | FTE 18 | 54.62 | 1.82 | 56.44 | 1,134.67 | 61.18 | 1,195.86 | 5,980.97 | 2,428.33 | 8,409.31 | 9,661.60 | ||
| FTE 19 | 332.32 | 4.58 | 336.90 | 2,352.67 | 186.24 | 2,538.90 | 12,347.70 | 4,980.67 | 17,328.36 | 20,204.17 | ||||
| FINAL TOTAL | FTE 18 | 311.29 | 3.39 | 314.68 | 2,843.92 | 256.63 | 3,100.55 | 11,902.73 | 5,944.63 | 17,847.35 | 21,262.59 |
AGGREGATED PERIMETER
| FINAL REGION GENDER YEAR < 30 30-50 > 50 Total < 30 30-50 > 50 Total < 30 30-50 > 50 Total EMEA Female FTE 19 0.37 13.57 1.87 15.81 56.55 239.30 25.96 321.82 943.76 885.72 110.68 1,940.15 2,277.78 EMEA Female FTE 18 7.20 1.00 8.20 44.33 222.68 21.26 288.27 1,109.11 890.29 95.61 2,095.01 2,391.49 EMEA Men FTE 19 32.76 18.37 51.13 44.88 299.52 42.87 387.27 916.70 1,046.58 124.28 2,087.56 2,525.96 EMEA Men FTE 18 26.12 18.30 44.42 44.40 301.04 31.90 377.33 1,012.69 1,000.63 109.82 2,123.14 2,544.89 EMEA Total FTE 19 0.37 46.33 20.25 66.95 101.43 538.82 68.83 709.08 1,860.46 1,932.30 234.95 4,027.71 4,803.74 EMEA Total FTE 18 33.32 19.30 52.63 88.73 523.73 53.15 665.61 2,121.80 1,890.92 205.44 4,218.15 4,936.39 CUBA Female FTE 19 1.00 1.00 12.00 107.00 37.00 156.00 1,641.37 3,025.28 739.00 5,405.65 5,562.65 CUBA Female FTE 18 12.00 89.00 40.00 141.00 1,470.00 3,077.00 618.00 5,165.00 5,306.00 CUBA Men FTE 19 15.90 9.00 24.90 14.00 159.25 61.00 234.25 1,668.00 3,147.06 1,156.62 5,971.68 6,230.83 CUBA Men FTE 18 16.84 10.00 26.84 10.00 154.17 53.00 217.17 1,375.00 3,336.08 1,079.00 5,790.08 6,034.08 CUBA Total FTE 19 16.90 9.00 25.90 26.00 266.25 98.00 390.25 3,309.37 6,172.34 1,895.62 11,377.33 11,793.48 CUBA Total FTE 18 16.84 10.00 26.84 22.00 243.17 93.00 358.17 2,845.00 6,413.08 1,697.00 10,955.08 11,340.08 SPAIN Female FTE 19 2.00 71.73 9.88 83.61 40.01 529.45 207.22 776.67 1,041.59 2,985.08 1,241.56 5,268.24 6,128.51 SPAIN Female FTE 18 54.01 8.41 62.43 44.62 513.79 201.47 759.89 1,115.22 2,968.68 1,217.38 5,301.29 6,123.60 SPAIN Men FTE 19 3.00 116.62 53.44 173.06 62.09 680.75 289.20 1,032.04 1,045.69 2,348.07 1,229.83 4,623.59 5,828.70 SPAIN Men FTE 18 94.46 54.29 148.75 62.81 679.05 292.78 1,034.65 1,043.26 2,438.79 1,285.29 4,767.35 5,950.74 SPAIN Total FTE 19 5.00 188.35 63.31 256.67 102.10 1,210.19 496.42 1,808.71 2,087.29 5,333.16 2,471.39 9,891.83 11,957.21 SPAIN Total FTE 18 148.47 62.71 211.18 107.44 1,192.85 494.25 1,794.53 2,158.48 5,407.47 2,502.68 10,068.63 12,074.34 ASIA Female FTE 19 7.46 2.00 9.46 39.09 174.38 18.70 232.17 714.57 765.39 109.28 1,589.24 1,830.86 ASIA Female FTE 18 7.54 2.00 9.54 43.22 174.51 16.02 233.76 678.62 715.95 104.26 1,498.84 1,742.13 ASIA Men FTE 19 27.28 4.21 31.49 32.11 295.21 54.79 382.12 930.50 1,353.61 329.86 2,613.97 3,027.59 ASIA Men FTE 18 26.11 2.76 28.87 47.43 307.53 53.13 408.09 939.17 1,414.99 296.07 2,650.23 3,087.19 ASIA Total FTE 19 34.74 6.21 40.95 71.21 469.59 73.49 614.29 1,645.07 2,119.00 439.14 4,203.21 4,858.45 ASIA Total FTE 18 33.65 4.76 38.41 90.65 482.04 69.15 641.85 1,617.79 2,130.94 400.34 4,149.06 4,829.33 AMERICA Female FTE 19 18.98 3.58 22.56 25.98 292.69 53.28 371.95 1,556.35 2,283.13 359.83 4,199.31 4,593.82 AMERICA Female FTE 18 15.86 3.82 19.68 73.93 371.75 56.83 502.51 1,628.48 2,240.16 348.83 4,217.46 4,739.65 AMERICA Men FTE 19 37.22 20.07 57.29 35.11 405.65 100.56 541.32 2,715.39 3,766.14 630.86 7,112.40 7,711.01 AMERICA Men FTE 18 30.58 25.40 55.98 88.85 771.77 157.45 1,018.07 2,894.15 3,532.73 544.96 6,971.84 8,045.89 |
AGE | SENIOR MANAGEMENT | MIDDLE MANAGEMENT | STAFF | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| TOTAL | |||||||||||
| AMERICA Total FTE 19 56.20 23.66 79.85 61.09 698.34 153.84 913.26 4,271.74 6,049.27 990.69 11,311.71 12,304.83 |
|||||||||||
| AMERICA Total FTE 18 46.44 29.22 75.66 162.78 1,143.52 214.28 1,520.58 4,522.62 5,772.89 893.79 11,189.30 12,785.55 |
|||||||||||
| FTE 19 5.37 342.53 122.43 470.32 361.83 3,183.19 890.57 4,435.59 13,173.92 21,606.07 6,031.80 40,811.80 45,717.71 |
|||||||||||
| FINAL TOTAL FTE 18 278.72 125.99 404.71 471.60 3,585.31 923.83 4,980.74 13,265.69 21,615.30 5,699.23 40,580.23 45,965.68 |
GRI 405-1
| AGE | SENIOR MANAGEMENT | MIDDLE MANAGEMENT | STAFF | TOTAL | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGION | GENDER YEAR | < 30 | 30-50 | > 50 | Total | < 30 | 30-50 | > 50 | Total | < 30 | 30-50 | > 50 | Total | FINAL | |
| EMEA | Female | FTE 19 | 0.37 | 10.07 | 1.87 | 12.32 | 51.67 | 178.77 | 21.65 | 252.10 | 388.31 | 405.74 | 85.63 | 879.69 | 1,144.10 |
| EMEA | Female | FTE 18 | 6.00 | 1.00 | 7.00 | 38.88 | 181.74 | 19.07 | 239.69 | 562.91 | 448.94 | 75.36 | 1,087.22 | 1,333.90 | |
| EMEA | Men | FTE 19 | 21.85 | 14.62 | 36.47 | 33.18 | 189.87 | 31.04 | 254.09 | 367.33 | 509.97 | 102.79 | 980.09 | 1,270.65 | |
| EMEA | Men | FTE 18 | 19.47 | 15.60 | 35.07 | 33.75 | 207.57 | 25.71 | 267.04 | 484.29 | 526.57 | 95.49 | 1,106.34 | 1,408.45 | |
| EMEA | Total | FTE 19 | 0.37 | 31.93 | 16.50 | 48.79 | 84.85 | 368.65 | 52.69 | 506.19 | 755.64 | 915.71 | 188.42 | 1,859.77 | 2,414.75 |
| EMEA | Total | FTE 18 | 25.47 | 16.60 | 42.07 | 72.63 | 389.31 | 44.79 | 506.73 | 1,047.20 | 975.51 | 170.85 | 2,193.56 | 2,742.35 | |
| CUBA | Female | FTE 19 | 1.00 | 1.00 | 3.00 | 3.00 | 0.37 | 10.28 | 1.00 | 11.65 | 15.65 | ||||
| CUBA | Female | FTE 18 | 2.00 | 17.00 | 4.00 | 67.00 | 84.00 | ||||||||
| CUBA | Men | FTE 19 | 8.25 | 1.00 | 9.25 | 22.56 | 1.62 | 24.18 | 33.43 | ||||||
| CUBA | Men | FTE 18 | 2.00 | 1.00 | 3.00 | 5.00 | 14.00 | 13.08 | 58.08 | 75.08 | |||||
| CUBA | Total | FTE 19 | 1.00 | 1.00 | 11.25 | 1.00 | 12.25 | 0.37 | 32.84 | 2.62 | 35.83 | 49.08 | |||
| CUBA | Total | FTE 18 | 2.00 | 1.00 | 3.00 | 7.00 | 31.00 | 17.08 | 125.08 | 159.08 | |||||
| SPAIN | Female | FTE 19 | 2.00 | 64.54 | 9.88 | 76.41 | 33.91 | 429.00 | 147.56 | 610.47 | 737.03 | 2,117.18 | 799.70 | 3,653.91 | 4,340.79 |
| SPAIN | Female | FTE 18 | 52.10 | 8.41 | 60.51 | 34.78 | 419.99 | 143.06 | 597.83 | 804.87 | 2,165.83 | 798.33 | 3,769.03 | 4,427.37 | |
| SPAIN | Men | FTE 19 | 1.58 | 101.95 | 43.29 | 146.82 | 43.24 | 508.91 | 202.39 | 754.55 | 755.54 | 1,650.67 | 747.10 | 3,153.31 | 4,054.68 |
| SPAIN | Men | FTE 18 | 89.20 | 45.50 | 134.70 | 46.46 | 503.77 | 201.98 | 752.21 | 765.75 | 1,767.50 | 805.50 | 3,338.75 | 4,225.66 | |
| SPAIN | Total | FTE 19 | 3.58 | 166.49 | 53.16 | 223.23 | 77.15 | 937.91 | 349.96 | 1,365.02 | 1,492.57 | 3,767.85 | 1,546.79 | 6,807.22 | 8,395.47 |
| SPAIN | Total | FTE 18 | 141.30 | 53.91 | 195.21 | 81.24 | 923.76 | 345.04 | 1,350.03 | 1,570.62 | 3,933.33 | 1,603.83 | 7,107.79 | 8,653.03 | |
| ASIA | Female | FTE 19 | 1.28 | 1.00 | 2.28 | 2.41 | 12.12 | 0.33 | 14.85 | 3.24 | 4.16 | 7.41 | 24.55 | ||
| ASIA | Female | FTE 18 | 3.16 | 2.00 | 5.16 | 1.50 | 9.17 | 10.67 | 2.87 | 5.76 | 8.64 | 24.47 | |||
| ASIA | Men | FTE 19 | 8.70 | 1.33 | 10.03 | 6.05 | 6.05 | 2.00 | 0.83 | 2.83 | 18.92 | ||||
| ASIA | Men | FTE 18 | 11.81 | 1.00 | 12.81 | 6.26 | 6.26 | 1.46 | 1.53 | 2.99 | 22.05 | ||||
| ASIA | Total | FTE 19 | 9.98 | 2.33 | 12.32 | 2.41 | 18.17 | 0.33 | 20.91 | 5.24 | 5.00 | 10.24 | 43.47 | ||
| ASIA | Total | FTE 18 | 14.97 | 3.00 | 17.97 | 1.50 | 15.43 | 16.93 | 4.33 | 7.29 | 11.62 | 46.53 | |||
| AMERICA Female | FTE 19 | 10.02 | 2.58 | 12.60 | 13.76 | 192.29 | 34.25 | 240.30 | 1,190.58 | 1,569.00 | 153.45 | 2,913.03 | 3,165.94 | ||
| AMERICA Female | FTE 18 | 10.86 | 2.82 | 13.68 | 53.73 | 267.79 | 52.66 | 359.18 | 1,215.04 | 1,505.04 | 209.34 | 2,866.42 | 3,239.28 | ||
| AMERICA Men | FTE 19 | 24.16 | 14.81 | 38.96 | 27.43 | 294.24 | 72.58 | 394.24 | 2,176.46 | 3,051.70 | 474.10 | 5,702.26 | 6,135.47 | ||
| AMERICA Men | FTE 18 | 22.45 | 20.31 | 42.76 | 73.21 | 637.98 | 134.49 | 836.68 | 2,304.62 | 2,841.42 | 441.84 | 5,542.89 | 6,422.33 | ||
| AMERICA Total | FTE 19 | 34.18 | 17.39 | 51.57 | 41.18 | 486.53 | 106.83 | 634.54 | 3,367.03 | 4,620.70 | 627.56 | 8,615.30 | 9,301.40 | ||
| AMERICA Total | FTE 18 | 33.32 | 23.12 | 56.44 | 126.94 | 905.77 | 187.16 | 1,195.86 | 3,519.66 | 4,346.46 | 651.18 | 8,409.31 | 9,661.60 | ||
| FTE 19 | 3.95 | 243.57 | 89.39 | 336.90 | 205.59 | 1,822.51 | 510.80 | 2,538.90 | 5,620.86 | 9,342.10 | 2,365.40 | 17,328.36 | 20,204.17 | ||
| FINAL TOTAL | FTE 18 | 217.05 | 97.63 | 314.68 | 282.31 | 2,241.27 | 576.98 | 3,100.55 | 6,141.82 | 9,279.67 | 2,425.86 | 17,847.35 | 21,262.59 |
AGGREGATED PERIMETER
| PERMANENT | TEMPORARY | ||||||
|---|---|---|---|---|---|---|---|
| Female | Men | TOTAL | Female | Men | TOTAL | ||
| MANAGEMENT | 8.7% | 91.3% | 28.4% | 71.6% | 15.7% | ||
| < 30 | 100.0% | 0.0% | 100.0% | 0.0% | 0,0% | ||
| > 50 | 0.0% | 100.0% | 83.0% | 49.3% | 50.7% | 17.0% | |
| 30 - 50 | 10.0% | 90.0% | 84.4% | 24.3% | 75.7% | 15.6% | |
| MIDDLE MANAGEMENT | 41.9% | 58.1% | 74.2% | 45.9% | 54.1% | 25.8% | |
| < 30 | 55.2% | 44.8% | 73.4% | 30.5% | 69.5% | 26.6% | |
| > 50 | 39.9% | 60.1% | 49.6% | 50.4% | 26.8% | ||
| 30 - 50 | 38.4% | 61.6% | 74.5% | 50.0% | 50.0% | 25.5% | |
| STAFF | 40.7% | 59.3% | 54.2% | 48.7% | 51.3% | 45.8% | |
| < 30 | 40.7% | 59.3% | 58.6% | 44.9% | 55.1% | 41.4% | |
| > 50 | 39.7% | 60.3% | 37.5% | 57.2% | 42.8% | 62.5% | |
| 30 - 50 | 40.7% | 59.3% | 49.4% | 52.2% | 47.8% | 50.6% | |
| TOTAL GENERAL | 40.6% | 59.4% | 55.7% | 48.5% | 51.5% | 44.3% |
GRI 401-1
CONSOLIDATED PERIMETER
| PERMANENT | TEMPORARY | |||||||
|---|---|---|---|---|---|---|---|---|
| Female | Men | TOTAL | Female | Men | TOTAL | |||
| MANAGEMENT | 0.7% | 99.3% | 72.5% | 10.1% | 89.9% | 27.5% | ||
| < 30 | 100.0% | 0.0% | 100.0% | 0.0% | 0,0% | |||
| > 50 | 0.0% | 100.0% | 52.1% | 49.3% | 50.7% | 47.9% | ||
| 30 - 50 | 0.0% | 100.0% | 75.1% | 0.0% | 100.0% | 24.9% | ||
| MIDDLE MANAGEMENT | 36.1% | 63.9% | 52.7% | 44.6% | 55.4% | 47.3% | ||
| < 30 | 61.2% | 38.8% | 48.8% | 31.5% | 68.5% | 51.2% | ||
| > 50 | 3.5% | 96.5% | 58.8% | 36.3% | 63.7% | 41.2% | ||
| 30 - 50 | 30.8% | 69.2% | 53.7% | 49.8% | 50.2% | 46.3% | ||
| STAFF | 36.0% | 64.0% | 38.4% | 47.4% | 52.6% | 61.6% | ||
| < 30 | 36.7% | 63.3% | 41.3% | 44.1% | 55.9% | 58.7% | ||
| > 50 | 34.9% | 65.1% | 26.6% | 56.0% | 44.0% | 73.4% | ||
| 30 - 50 | 35.0% | 65.0% | 35.6% | 50.6% | 49.4% | 64.4% | ||
| TOTAL GENERAL | 35.8% | 64.2% | 39.3% | 47.3% | 52.7% | 60.7% |
GRI 401-1
AGGREGATED PERIMETER
| FULL-TIME | PART-TIME | |||||
|---|---|---|---|---|---|---|
| Female | Men | TOTAL | Female | Men | TOTAL | |
| MANAGEMENT | 11.8% | 88.2% | 100.0% | 0.0% | ||
| < 30 | 100.0% | 0.0% | 100.0% | 0.0% | ||
| > 50 | 8.4% | 91.6% | 100.0% | 0.0% | ||
| 30 - 50 | 12.2% | 87.8% | 100.0% | 0.0% | ||
| MIDDLE MANAGEMENT | 42.7% | 57.3% | 99.4% | 84.5% | 15.5% | 0.6% |
| < 30 | 47.8% | 52.2% | 98.1% | 90.1% | 9.9% | 1.9% |
| > 50 | 42.5% | 57.5% | 100.0% | 0.0% | ||
| 30 - 50 | 41.3% | 58.7% | 99.7% | 75.9% | 24.1% | 0.3% |
| STAFF | 43.8% | 56.2% | 97.2% | 63.3% | 36.7% | 2.8% |
| < 30 | 42.0% | 58.0% | 97.6% | 59.1% | 40.9% | 2.4% |
| > 50 | 49.5% | 50.5% | 95.7% | 76.5% | 23.5% | 4.3% |
| 30 - 50 | 45.8% | 54.2% | 96.7% | 66.0% | 34.0% | 3.3% |
| TOTAL GENERAL | 43.6% | 56.4% | 97.3% | 63.7% | 36.3% | 2.7% |
CONSOLIDATED PERIMETER
| FULL-TIME | PART-TIME | |||||
|---|---|---|---|---|---|---|
| Female | Men | TOTAL | Female | Men | TOTAL | |
| SENIOR MANAGEMENT | 3.3% | 96.7% | 100.0% | 0.0% | ||
| < 30 | 100.0% | 0.0% | 100.0% | 0.0% | ||
| > 50 | 23.6% | 76.4% | 100.0% | 0.0% | ||
| 30 - 50 | 0.0% | 100.0% | 100.0% | 0.0% | ||
| MIDDLE MANAGEMENT | 39.4% | 60.6% | 98.6% | 88.9% | 11.1% | 1.4% |
| < 30 | 44.2% | 55.8% | 96.3% | 90.1% | 9.9% | 3.7% |
| > 50 | 17.0% | 83.0% | 100.0% | 0.0% | ||
| 30 - 50 | 39.3% | 60.7% | 99.3% | 86.9% | 13.1% | 0.7% |
| STAFF | 42.2% | 57.8% | 96.2% | 63.6% | 36.4% | 3.8% |
| < 30 | 40.4% | 59.6% | 96.7% | 59.7% | 40.3% | 3.3% |
| > 50 | 48.9% | 51.1% | 94.5% | 76.5% | 23.5% | 5.5% |
| 30 - 50 | 44.1% | 55.9% | 95.7% | 66.0% | 34.0% | 4.3% |
| TOTAL GENERAL | 42.0% | 58.0% | 96.4% | 64.1% | 35.9% | 3.6% |
AGGREGATED PERIMETER
| SPAIN | EMEA | AMERICA TOTAL |
ASIA | GRAND | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Female | Men | TOTAL | Female | Men | Female | Men | TOTAL | Female | Men | TOTAL | TOTAL | ||
| CORPORATE OFFICES | 461 | 334 | 795 | 41 | 13 | 54 | 51 | 63 | 114 | 24 | 18 | 42 | 1,005 |
| Management | 37 | 58 | 95 | 1 | 2 | 3 | 6 | 13 | 19 | 2 | 10 | 12 | 129 |
| Middle Management | 140 | 146 | 286 | 25 | 8 | 33 | 33 | 40 | 73 | 13 | 6 | 19 | 411 |
| Staff | 284 | 130 | 414 | 15 | 3 | 18 | 12 | 10 | 22 | 9 | 2 | 11 | 465 |
| HOTEL | 402 | 548 | 950 | 203 | 247 | 450 | 229 | 295 | 524 | 65 | 104 | 169 | 2,093 |
| Management | 38 | 93 | 131 | 10 | 37 | 47 | 15 | 36 | 51 | 8 | 19 | 27 | 256 |
| Middle Management | 327 | 430 | 757 | 167 | 196 | 363 | 203 | 253 | 456 | 55 | 82 | 137 | 1,713 |
| Staff | 37 | 25 | 62 | 26 | 14 | 40 | 11 | 6 | 17 | 2 | 3 | 5 | 124 |
| CLUB MELIÁ | 5 | 12 | 17 | 17 | |||||||||
| Middle Management | 4 | 8 | 12 | 12 | |||||||||
| Staff | 1 | 4 | 5 | 5 | |||||||||
| OTHER ACTIVITIES | 14 | 15 | 29 | 1 | 1 | 3 | 3 | 6 | 36 | ||||
| Management | 3 | 3 | 3 | ||||||||||
| Middle Management | 9 | 10 | 19 | 1 | 1 | 3 | 3 | 6 | 26 | ||||
| Staff | 5 | 2 | 7 | 7 | |||||||||
| Total general | 877 | 897 | 1,774 | 244 | 261 | 505 | 288 | 373 | 661 | 89 | 122 | 211 | 3,151 |
GRI 404-3
CONSOLIDATED PERIMETER
| SPAIN | EMEA | AMERICA | ASIA | GRAND | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Female | Men | TOTAL | Female | Men | TOTAL | Female | Men | TOTAL | Female | Men | TOTAL | TOTAL | |
| CORPORATE OFFICES | 460 | 334 | 794 | 41 | 13 | 54 | 51 | 63 | 114 | 24 | 18 | 42 | 1,004 |
| Management | 37 | 58 | 95 | 1 | 2 | 3 | 6 | 13 | 19 | 2 | 10 | 12 | 129 |
| Middle Management | 140 | 146 | 286 | 25 | 8 | 33 | 33 | 40 | 73 | 13 | 6 | 19 | 411 |
| Staff | 283 | 130 | 413 | 15 | 3 | 18 | 12 | 10 | 22 | 9 | 2 | 11 | 464 |
| HOTEL | 319 | 402 | 721 | 155 | 161 | 316 | 123 | 186 | 309 | 1,346 | |||
| Management | 32 | 70 | 102 | 8 | 25 | 33 | 5 | 20 | 25 | 160 | |||
| Middle Management | 253 | 307 | 560 | 125 | 125 | 250 | 111 | 162 | 273 | 1,083 | |||
| Staff | 34 | 25 | 59 | 22 | 11 | 33 | 7 | 4 | 11 | 103 | |||
| CLUB MELIÁ | 5 | 12 | 17 | 17 | |||||||||
| Middle Management | 4 | 8 | 12 | 12 | |||||||||
| Staff | 1 | 4 | 5 | 5 | |||||||||
| OTHER ACTIVITIES | 10 | 8 | 18 | 1 | 1 | 3 | 2 | 5 | 24 | ||||
| Management | 1 | 1 | 1 | ||||||||||
| Middle Management | 6 | 5 | 11 | 1 | 1 | 3 | 2 | 5 | 17 | ||||
| Staff | 4 | 2 | 6 | 6 | |||||||||
| Total general | 789 | 744 | 1,533 | 196 | 175 | 371 | 182 | 263 | 445 | 24 | 18 | 42 | 2,391 |
AGGREGATED PERIMETER
| GENDER | AMERICA | ASIA | CUBA | EMEA | SPAIN | TOTAL | |
|---|---|---|---|---|---|---|---|
| FOREIGN | Female | 12.01 | 7.46 | 1.00 | 5.75 | 6.03 | 32.25 |
| Men | 31.31 | 21.72 | 14.49 | 18.26 | 16.3 | 102.08 | |
| Total | 43.32 | 29.18 | 15.49 | 24.00 | 22.33 | 134.33 | |
| Female | 10.55 | 2.00 | 10.07 | 77.58 | 100.20 | ||
| DOMESTIC | Men | 25.98 | 9.78 | 10.41 | 32.87 | 156.76 | 235.80 |
| Total | 36.53 | 11.78 | 10.41 | 42.94 | 234.34 | 335.99 | |
| TOTAL | 79.85 | 40.95 | 25.90 | 66.95 | 256.67 | 470.32 |
GRI 202-2
LOCAL DIRECTORS BY REGION
CONSOLIDATED PERIMETER
| GENDER | AMERICA | ASIA | CUBA | EMEA | SPAIN | TOTAL | |
|---|---|---|---|---|---|---|---|
| FOREIGN | Female | 11.60 | 2.28 | 1.00 | 3.00 | 5.19 | 23.08 |
| Men | 24.73 | 8.03 | 5.94 | 13.68 | 52.39 | ||
| Total | 36.34 | 10.32 | 1.00 | 8.94 | 18.88 | 75.47 | |
| Female | 1.00 | 9.32 | 71.22 | 81.54 | |||
| DOMESTIC | Men | 14.23 | 2.00 | 30.53 | 133.13 | 179.90 | |
| Total | 15.23 | 2.00 | 39.85 | 204.35 | 261.43 | ||
| TOTAL | 51.57 | 12.32 | 1.00 | 48.79 | 223.23 | 336.90 |
GRI 401-3
AGGREGATED PERIMETER
| Employees who have received parental leave |
Employees who have returned to work |
Employees who remain in the company 12 months later |
Return rate | Retention rate | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Men | Female | Total | Men | Female | Total | Men | Female | Total | Men | Female | Total | Men | Female | Total | |
| AMERICA | 195 | 203 | 398 | 162 | 179 | 341 | 115 | 133 | 248 | 83% | 88% | 86% | 59% | 66% | 62% |
| ASIA | 94 | 25 | 119 | 90 | 25 | 115 | 86 | 25 | 111 | 96% | 100% | 97% | 91% | 100% | 93% |
| EMEA | 63 | 7 | 70 | 61 | 7 | 68 | 60 | 7 | 67 | 97% | 100% | 97% | 95% | 100% | 96% |
| SPAIN | 155 | 147 | 302 | 147 | 123 | 270 | 134 | 112 | 246 | 95% | 84% | 89% | 86% | 76% | 81% |
| Total general | 507 | 382 | 889 | 460 | 334 | 794 | 395 | 277 | 672 | 91% | 87% | 89% | 78% | 73% | 76% |
GRI 401-3
CONSOLIDATED PERIMETER
| Employees who have received parental leave |
Employees who have returned to work |
Employees who remain in the company 12 months later |
Return rate | Retention rate | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Men | Female | Total | Men | Female | Total | Men | Female | Total | Men | Female | Total | Men | Female | Total | |
| AMERICA | 172 | 185 | 357 | 140 | 161 | 301 | 94 | 115 | 209 | 81% | 87% | 84% | 55% | 62% | 59% |
| EMEA | 56 | 7 | 63 | 54 | 7 | 61 | 53 | 7 | 60 | 96% | 100% | 97% | 95% | 100% | 95% |
| SPAIN | 136 | 131 | 267 | 129 | 110 | 239 | 118 | 101 | 219 | 95% | 84% | 90% | 87% | 77% | 82% |
| Total general | 364 | 323 | 687 | 323 | 278 | 601 | 265 | 223 | 488 | 89% | 86% | 87% | 73% | 69% | 71% |
AGGREGATED PERIMETER
| INDICATORS | AMERICA | ASIA | CUBA | EMEA | SPAIN | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AGE | Female | Men | Female | Men | Female | Men | Female | Men | Female | Men | TOTAL | |
| Total | 30.8% | 28.1% | 3.8% | 2.9% | 13.7% | 35.0% | 16.1% | 17.2% | 5.9% | 7.4% | 17.1% | |
| < 30 | 40.3% | 35.9% | 5.0% | 3.3% | 13.8% | 43.6% | 18.0% | 17.5% | 9.0% | 9.7% | 22.8% | |
| VOLUNTARY ROTATION | 30 - 50 | 7.1% | 9.8% | 5.2% | 2.8% | 15.5% | 39.7% | 9.6% | 11.9% | 3.5% | 6.6% | 16.5% |
| > 50 | 26.7% | 24.2% | 2.4% | 2.6% | 6.1% | 11.6% | 14.8% | 17.7% | 5.5% | 6.5% | 13.1% | |
| Total | 43.3% | 46.1% | 18.3% | 16.2% | 13.7% | 35.2% | 28.3% | 29.2% | 51.8% | 45.2% | 38.2% | |
| < 30 | 53.5% | 55.3% | 25.5% | 21.1% | 13.8% | 43.6% | 32.2% | 33.0% | 72.0% | 72.0% | 48.1% | |
| ROTATION | 30 - 50 | 14.8% | 26.1% | 15.7% | 8.8% | 15.5% | 39.7% | 21.5% | 21.3% | 30.9% | 22.0% | 25.9% |
| > 50 | 39.3% | 41.3% | 12.0% | 14.6% | 6.1% | 12.5% | 24.9% | 27.1% | 51.4% | 41.5% | 36.3% | |
| Total | 26.1% | 26.3% | 26.9% | 20.3% | 22.8% | 60.6% | 29.4% | 30.0% | 26.7% | 25.1% | 29.2% | |
| < 30 | 37.3% | 39.6% | 35.5% | 32.4% | 28.8% | 99.5% | 38.2% | 39.1% | 41.9% | 44.1% | 43.1% | |
| REGISTRATIONS | 30 - 50 | 6.2% | 6.2% | 8.5% | 4.7% | 23.2% | 57.6% | 19.8% | 13.6% | 12.7% | 9.6% | 24.9% |
| > 50 | 20.3% | 18.0% | 21.3% | 15.7% | 8.2% | 16.8% | 21.2% | 24.6% | 25.7% | 22.1% | 20.9% |
Rotation calculations not including Cuba and Meliá Castilla
CONSOLIDATED PERIMETER
| INDICATORS | AMERICA | ASIA | CUBA | EMEA | SPAIN | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AGE | Female | Men | Female | Men | Female | Men | Female | Men | Female | Men | TOTAL | |
| Total | 38.3% | 31.4% | 9.7% | 8.7% | 21.1% | 7.9% | 23.3% | 24.4% | 4.9% | 6.1% | 18.7% | |
| < 30 | 46.5% | 40.0% | 0.0% | 0.0% | 0.0% | - | 27.3% | 27.5% | 7.4% | 7.7% | 27.9% | |
| VOLUNTARY ROTATION | 30 - 50 | 13.5% | 11.1% | 50.0% | 0.0% | 0.0% | 33.3% | 9.7% | 13.0% | 2.7% | 5.0% | 5.8% |
| > 50 | 33.6% | 26.8% | 9.5% | 10.5% | 23.5% | 5.7% | 21.6% | 24.2% | 4.7% | 5.7% | 16.2% | |
| Total | 49.7% | 49.8% | 12.9% | 13.0% | 21.1% | 13.2% | 33.0% | 34.7% | 42.2% | 36.3% | 42.9% | |
| < 30 | 58.2% | 59.3% | 12.5% | 0.0% | 0.0% | - | 37.8% | 40.6% | 56.7% | 57.4% | 55.7% | |
| ROTATION | 30 - 50 | 22.4% | 29.7% | 50.0% | 0.0% | 0.0% | 33.3% | 22.9% | 22.4% | 25.0% | 16.9% | 22.4% |
| > 50 | 45.0% | 44.3% | 9.5% | 15.8% | 23.5% | 11.4% | 30.1% | 32.7% | 42.4% | 34.1% | 40.2% | |
| Total | 29.6% | 27.6% | 19.4% | 4.3% | 5.3% | 5.3% | 33.4% | 32.2% | 21.1% | 18.9% | 24.7% | |
| REGISTRATIONS | < 30 | 39.7% | 41.3% | 62.5% | 0.0% | 100.0% | - | 47.6% | 44.0% | 31.4% | 33.0% | 38.4% |
| 30 - 50 | 9.7% | 6.4% | 0.0% | 0.0% | 0.0% | 0.0% | 19.4% | 13.5% | 9.2% | 5.1% | 7.8% | |
| > 50 | 22.9% | 18.7% | 4.8% | 5.3% | 0.0% | 5.7% | 22.2% | 27.1% | 21.1% | 17.8% | 20.3% |
CONSOLIDATED
| People | Female | Men | Total |
|---|---|---|---|
| Management | 2 | 10 | 12 |
| 30 - 50 | 6 | 6 | |
| > 50 | 2 | 4 | 6 |
| Middle Management | 23 | 46 | 69 |
| < 30 | 1 | 2 | 3 |
| 30 - 50 | 19 | 36 | 55 |
| > 50 | 3 | 8 | 11 |
| Staff | 151 | 315 | 466 |
| < 30 | 50 | 168 | 218 |
| 30 - 50 | 79 | 125 | 204 |
| > 50 | 22 | 22 | 44 |
| TOTAL GENERAL | 176 | 371 | 547 |
| TOTAL PARTICIPANTS | TOTAL HOURS | TOTAL AVERAGE WORKFORCE | HOURS / EMPLOYEE | |
|---|---|---|---|---|
| MEN | 38,701.00 | 141,821.75 | 8,691.02 | 16.32 |
| FEMALE | 34,170.00 | 148,714.76 | 11,513.15 | 12.92 |
| SENIOR MANAGEMENT | 1,571.00 | 6,035.70 | 336.90 | 17.92 |
| MIDDLE MANAGEMENT | 9,623.00 | 61,621.09 | 2,538.90 | 24.27 |
| STAFF | 61,677.00 | 222,879.71 | 17,328.36 | 12.86 |
Each participant on each course counts once.
GRI 405-2
CONSOLIDATED PERIMETER
| FIXED REMUNERATION | Spain | Dominican | Mexico | Germany | France | Italy | United Kingdom | Brazil | Chinese | USA |
|---|---|---|---|---|---|---|---|---|---|---|
| BUSINESS | ||||||||||
| HOTEL MANAGEMENT | 0.79 | 0.73 | 0.93 | 0.62 | 0.90 | 1.10 | ||||
| MIDDLE MANAGEMENT | 0.93 | 1.12 | 1.16 | 0.94 | 0.96 | 0.98 | 0.90 | |||
| STAFF | 0.98 | 1.05 | 1.04 | 0.72 | 1.08 | 0.98 | 0.99 | |||
| CORPORATE OFFICES | ||||||||||
| TOP MANAGEMENT | 0.84 | |||||||||
| MANAGEMENT/EXPERT | 0.93 | 0.78 | 0.78 | |||||||
| MIDDLE MANAGEMENT/SPECIALIST | 0.88 | 0.70 | 0.67 | 0.61 | 0.86 | 1.14 | 0.99 | 0.56 | 1.10 | 0.92 |
| TECHNICIAN/COORDINATOR | 0.92 | 1.10 | 0.86 | 0.89 | 0.86 | 1.67 | 1.07 | 0.52 | 1.08 | |
| STAFF | 0.97 | 0.78 | 0.86 | 0.79 | ||||||
| TOTAL REMUNERATION | Spain | Dominican | Mexico | Germany | France | Italy | United Kingdom | Brazil | Chinese | USA |
| BUSINESS | ||||||||||
| HOTEL MANAGEMENT | 0.79 | 0.70 | 0.94 | 0.59 | 0.89 | 1.13 | ||||
| MIDDLE MANAGEMENT | 0.93 | 1.13 | 1.18 | 0.92 | 0.96 | 0.98 | 0.91 |
| STAFF | 0.98 | 1.05 | 1.04 | 0.71 | 1.09 | 0.98 | 1.00 | |||
|---|---|---|---|---|---|---|---|---|---|---|
| CORPORATE OFFICES | ||||||||||
| TOP MANAGEMENT | 1.00 | |||||||||
| MANAGEMENT/EXPERT | 0.91 | 0.73 | 1.00 | |||||||
| MIDDLE MANAGEMENT/SPECIALIST | 0.89 | 0.68 | 0.67 | 0.61 | 0.86 | 1.12 | 1.03 | 0.57 | 1.07 | 0.91 |
| TECHNICIAN/COORDINATOR | 0.93 | 1.13 | 0.84 | 0.89 | 0.86 | 1.93 | 1.07 | 0.52 | 1.08 | |
| STAFF | 0.97 | 0.78 | 0.86 | 0.78 |
In the gap ratio, countries with a low workforce (Luxembourg, Austria, Peru, Croatia and Bulgaria) have not reported, but they are included in the gap calculations by age and by category. Venezuela is also not included due to the hyperinflation situation in the country.
| INDICATOR | Spain | France | United Kingdom | Italy | Germany | Dominican Rep. | Mexico | Brazil |
|---|---|---|---|---|---|---|---|---|
| BASE SALARY / MINIMUM SALARY | 1.07 | 1.00 | 1.00 | 1.01 | 1.00 | 1.00 | 1.00 | 1.43 |
CONSOLIDATED PERIMETER
| PROFESSIONAL CATEGORY | AVERAGE SALARY | ||
|---|---|---|---|
| Female | Men | GAP | |
| SENIOR MANAGEMENT | 88,241 € | 115,645 € | 0.76 |
| MIDDLE MANAGEMENT | 40,044 € | 39,855 € | 1.00 |
| STAFF | 15,936 € | 12,877 € | 1.24 |
GRI 405-2
CONSOLIDATED PERIMETER
| AGE RANGE | AVERAGE SALARY | ||
|---|---|---|---|
| Female | Men | GAP | |
| <30 | 16,211 € | 11,599 € | 1.36 |
| >50 | 22,404 € | 27,280 € | 0.86 |
| >30 < 50 | 19,455 € | 18,903 € | 1.07 |
GRI 403-2
CONSOLIDATED PERIMETER
| TOTAL WORKFORCE | REPRESENTED WORKFORCE | % | |
|---|---|---|---|
| SPAIN | 8,395.47 | 8,019.46 | 95.52% |
| EMEA | 2,414.75 | 558.41 | 28.09% |
| ASIA | 43.47 | - | 0.00% |
| CUBA | 49.08 | - | 0.00% |
| AMERICA | 9,301.40 | 3,803.71 | 55.41% |
| TOTAL GENERAL | 20,204.17 | 12,381.58 | 69.21% |
GRI 403-2
CONSOLIDATED PERIMETER
| INCIDENT INDEX | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Female | Men | TOTAL | ||||||||
| 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | ||
| AMERICA | 76.00 | 76.69 | 31.64 | 60.68 | 46.18 | 66.10 | ||||
| EMEA | 61.84 | 43.48 | 121.85 | 43.31 | 93.05 | 43.09 | ||||
| SPAIN | 58.75 | 62.41 | 55.55 | 47.11 | 47.73 | 49.57 | 53.12 | 55.24 | 52.55 | |
| ASIA | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||
| BRAZIL | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| FREQUENCY INDEX | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Female | Men | TOTAL | |||||||
| 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | |
| AMERICA | 36.61 | 38.56 | 16.72 | 34.04 | 23.65 | 35.68 | |||
| EMEA | 40.29 | 30.94 | 83.29 | 30.91 | 62.14 | 30.92 | |||
| SPAIN | 33.09 | 38.02 | 31.21 | 26.25 | 26.64 | 27.57 | 29.77 | 32.19 | 29.37 |
| ASIA | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||
| BRAZIL | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| SEVERITY INDEX | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Female | Men | TOTAL | ||||||||
| 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | ||
| AMERICA | 0.60 | 0.40 | 0.33 | 0.42 | 0.45 | 0.41 | ||||
| EMEA | 0.27 | 0.12 | 0.24 | 0.25 | 0.26 | 0.18 | ||||
| SPAIN | 0.52 | 0.61 | 0.49 | 0.43 | 0.50 | 0.43 | 0.48 | 0.55 | 0.46 | |
| ASIA | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||
| BRAZIL | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
In itinere accidents not included
CONSOLIDATED PERIMETER
| AVERAGE DURATION | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Female | Men | TOTAL | ||||||||
| 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | ||
| AMERICA | 16.39 | 10.30 | 22.14 | 12.23 | 19.03 | 11.47 | ||||
| EMEA | 6.75 | 3.79 | 2.93 | 7.98 | 4.15 | 5.94 | ||||
| SPAIN | 15.73 | 15.97 | 15.61 | 16.32 | 18.66 | 15.72 | 15.98 | 17.10 | 15.66 | |
| ASIA | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||
| BRAZIL | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| ABSENCE DUE TO WORK ACCIDENT | TOTAL | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Female | Men | ||||||||
| 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | |
| AMERICA | 0.48% | 0.32% | 0.30% | 0.33% | 0.36% | 0.33% | |||
| EMEA | 0.24% | 0.12% | 0.18% | 0.15% | 0.21% | 0.13% | |||
| SPAIN | 0.42% | 0.40% | 0.39% | 0.34% | 0.49% | 0.35% | 0.38% | 0.44% | 0.37% |
| ASIA | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||
| BRAZIL | 0.00% | 0.00% | 0.00 | 0.00% | 0.00% | 0.00 | 0.00% | 0.00% |
| ABSENCE DUE TO COMMON CAUSE | TOTAL | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Female | Men | ||||||||
| 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | |
| AMERICA | s/d | s/d | s/d | s/d | s/d | s/d | |||
| EMEA | s/d | s/d | s/d | s/d | s/d | s/d | |||
| SPAIN | 5.91% | 4.74% | 3.10% | 3.76% | 3.17% | 2.37% | 4.86% | 3.94% | 2.73% |
| ASIA | s/d | s/d | s/d | ||||||
| BRAZIL | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
In itinere accidents not included
| ABSENTEEISM | TOTAL | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Female | Men | ||||||||
| 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | |
| AMERICA | s/d | s/d | s/d | s/d | s/d | s/d | |||
| EMEA | s/d | s/d | s/d | s/d | s/d | s/d | |||
| SPAIN | 6.32% | 5.22% | 3.49% | 4.10% | 3.57% | 2.72% | 5.25% | 4.38% | 3.10% |
| ASIA | s/d | s/d | s/d | ||||||
| BRAZIL | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
In itinere accidents not included
SPAIN
| GENDER | AVERAGE WORKFORCE | HOURS WORKED | LOST HOURS | ||
|---|---|---|---|---|---|
| Men | 4,054.68 | 276.00 | 7,274,879.73 | 2,208 | |
| Female | 4,340.79 | 1,638.00 | 7,706,356.25 | 13,104 | |
| TOTAL | 8,395.47 | 1,914.00 | 14,981,235.98 | 15,312 |
Note: The estimate of effective annual hours of work takes into account applicable labour regulations in each country and, where appropriate, any applicable collective bargaining agreements.
SPAIN
| 2012-2019 average |
|||||
|---|---|---|---|---|---|
| Men | 298,472.29 | ||||
| Female | 487,300.18 | ||||
| TOTAL | 785,772.47 | ||||
Includes absenteeism caused by accident at work and occupational diseases.
GRI 403-2
SPAIN
| GENDER | RESULT |
|---|---|
| Men | 0.27 |
| Female | 1.04 |
| TOTAL | 0.67 |
| Men | 0.04 |
| Female | 0.21 |
| TOTAL | 0.13 |
| 2012-2019 average |
|
|---|---|
| Men | 28,536.50 |
| Female | 25,971.00 |
| TOTAL | 54,507.50 |
Includes absenteeism caused by common illness (with or without hospitalisation) and non-work-related accidents.
GRI 403-2
| GENDER | RESULT | ||
|---|---|---|---|
| Men | 0.03% | ||
| Female | 0.17% | ||
| TOTAL | 0.10% |
| GRI 305-5 | 2012-2019 average |
2012-2019 average vs 2007-2011 |
2007-2011 average |
|---|---|---|---|
| CO Emissions2 (Kg) | 153,787,616.33 | -7.69% 166,607,305.09 | |
| Emissions per Stay (Kg) | 13.14 | -14.46% | 15.36 |
| GRI 302-4 | 2012-2019 average |
2012-2019 average vs 2007-2011 |
2007-2011 average |
|---|---|---|---|
| D. Cooling (kWh) | 37,551,435.50 | 5776.04% | 639,059.83 |
| D. Heating (kWh) | 25,066,006.02 | 92.88% | 12,995,544.54 |
| Propane (Kg) | 2,718,236.30 | -13.50% | 3,142,649.92 |
| Natural Gas (m3) | 7,383,733.93 | 10.52% | 6,680,960.32 |
| Diesel (l) | 2,868,154.65 | -39.60% | 4,748,333.33 |
| GRI 305-5 | 2012-2019 average |
2012-2019 average vs 2007-2011 |
2007-2011 average |
|---|---|---|---|
| CO Emissions2 (Kg) | 213,860,844.25 | -8.98% 234.962.507.60 | |
| Emissions per Stay (Kg) | 12.62 | -14.51% | 14.77 |
| GRI 302-4 | 2012-2019 average |
2012-2019 average vs 2007-2011 |
2007-2011 average |
|---|---|---|---|
| D. Cooling (kWh) | 37,551,435.50 | 5776.04% | 639,059.83 |
| D. Heating (kWh) | 25,066,006.02 | 92.88% | 12,995,544.54 |
| Propane (Kg) | 3,401,312.07 | -13.64% | 3,938,733.39 |
| Natural Gas (m3) | 9,594,794.62 | 18.27% | 8,112,736.73 |
| Diesel (l) | 4,740,586.13 | -43.43% | 8,380,176.83 |
| GRI 303-5 | 2012-2019 average |
2012-2019 average vs 2007-2011 |
2007-2011 average |
|---|---|---|---|
| Water Use (m3) | 6,336,515.11 | -3.02% | 6,533,699.38 |
| Consumption per stay (m3) | 0.54 | -10.12% | 0.60 |
| GRI 302-4 | 2012-2019 average |
2012-2019 average vs 2007-2011 |
2007-2011 average |
|---|---|---|---|
| Electricity Consumption (kWh) | 232,447,289.40 | -10.05% | 258,427,221.93 |
| Consumption per Stay (kWh) | 19.86 | -16.64% | 23.82 |
| Scopes (tCO2) | 2018 | 2019 |
|---|---|---|
| Scope 1 | 36,698 | 37,069 |
| Scope 2 | 148,143 | 81,923 |
| Scope 3 | 38,535 | 367,565 |
| TOTAL | 223,376 | 486,557 |
Scope 1: Calculation of emissions for Spain extrapolated to the rest of the portfolio. Scope 3: The scope is extended to include products and services (1); capital goods (1); emissions derived from energy activities not included in S1 and S2; waste management (2); transport of employees to their workplaces and business trips. (For the consolidated perimeter, this may include emissions related to business trips and/or products and services in the aggregated perimeter as they cannot be separated) (1) Category 1 and 2: The perimeter for the purchases used to calculate the emissions represent 98% of the total expense charged to the income statement.
(2) The data on waste is calculated based on an extrapolation of the data in 43% of the hotels in consolidated perimeter. The number of rooms and average occupancy rate for the year have been used to calculate the average waste generated in the hotel.
| Total water use (m3) | 2018 | 2019 |
|---|---|---|
| Total fresh water use * | 7,442,823 | 7,439,954 |
| GRI 303-5 | 2012-2019 average |
2012-2019 average vs 2007-2011 |
2007-2011 average |
|---|---|---|---|
| Water Use (m3) | 8,445,902.75 | -2.96% | 8,703,329.80 |
| Consumption per stay (m3) | 0.50 | -8.85% | 0.55 |
| GRI 302-4 | 2012-2019 average |
2012-2019 average vs 2007-2011 |
2007-2011 average |
|---|---|---|---|
| Electricity Consumption (kWh) | 334,118,916.92 | -9.69% 369,963,208.33 | |
| Consumption per Stay (kWh) | 19.72 | -15.17% | 23.25 |
| Scopes (tCO2) | 2016 | 2017 | 2018 | 2019 |
|---|---|---|---|---|
| Scope 1 | 47,619 | 48,110 | 51,331 | 50,262 |
| Scope 2 | 165,645 | 154,955 | 153,699 | 120,386 |
| Scope 3 | 59,696 | 54,652 | 53,982 | 410,887 |
| TOTAL | 272,960 | 257,717 | 259,012 | 581,535 |
Scope 1: Calculation of emissions for Spain extrapolated to the rest of the portfolio. Scope 3: The scope is extended to include products and services (1); capital goods (1); emissions derived from energy activities not included in S1 and S2; waste management (2); transport of employees to their workplaces and business trips. (1) Category 1 and 2: The perimeter for the purchases used to calculate the emissions represent 98% of the total expense charged
to the income statement. (2) The data on waste is calculated based on an extrapolation of the data in 43% of the hotels in consolidated perimeter. The number of rooms and average occupancy rate for the year have been used to calculate the average waste generated in the hotel.
| Total water use (m3) | 2016 | 2017 | 2018 | 2019 | 2019o |
|---|---|---|---|---|---|
| Total fresh water use ** |
10,697,788 | 10,825,071 10,595,067 10,740,348 | 10,814,746 |
GRI 302-1
| Unit | 2019 | % increase | 2018 |
|---|---|---|---|
| MWh | 182,897.40 | 161,130.27 | |
| GJ | 658,430.63 | 13.51 | 580,068.97 |
| MWh | 275,095.05 | 283,475.02 | |
| GJ | 990,342.20 | 1,020,510.09 | |
| m3 | 8,529,411.48 | 8,216,861.88 | |
| GJ | 368,897,05 | 355,379.28 | |
| Tn | 3,448.04 | 3,292.10 | |
| GJ | 156,885.72 | 149,790.46 | |
| m3 | 1,880.15 | 2,104.69 | |
| GJ | 71,953.33 | 80,546.37 | |
| MWh | 35,757.10 | 33,955.42 | |
| GJ | 128,725.55 | 122,239.50 | |
| MWh | 41,806.36 | 42,962.42 | |
| GJ | 150,502.88 | 154,664.70 | |
| -2.96 3.80 4.74 -10.67 5.31 -2.69 |
Intensity (GK / stay) 0.1302
| Unit | 2018 | 2019 | |
|---|---|---|---|
| NOX | Kg | 71,185 | 73,159 |
| SOX2 | Kg | 9,136 | 8,427 |
| 2018 | 2019 | Diff. % | |
|---|---|---|---|
| 763,571.30 | 820,393.47 | 13.07 | |
| 23,750.48 | - | -100.00 | |
| 96,418.27 | 120,007.41 | 18.04 | |
| 1,449,468.72 | 1,264,144.05 | -12.07 | |
| 3,148,888.97 | 3,266,718.69 | 1.16 | |
| 1,500,709.63 | 1,500,693.12 | 2.76 | |
| -0.16 | |||
| 6,982,807.37 | 6,971,956.74 |
GRI 302-1
| USE | Unit | 2019 | % increase | 2018 | % increase | 2017 |
|---|---|---|---|---|---|---|
| Electricity from 100% renewable sources | MWh | 247,481.64 | 7.52 | 230,182.58 | 2.96 | 223,561.35 |
| GJ | 890,933.92 | 828,657.28 | 804,820.87 | |||
| Electricity | MWh | 418,156.97 | 431,701.85 | -0.53 | 434,011.96 | |
| GJ | 1,505,365.11 | -3.14 | 1,554,126.65 | 1,562,443.05 | ||
| Natural gas | m3 | 11,325,334.62 | 11,145,634.52 | 9.53 | 10,175,988.51 | |
| GJ | 489,820.72 | 1.61 | 482,048.69 | 440,111.50 | ||
| Propane | Tn | 4,190.58 | 4,402.52 | -2.03 | 4,493.59 | |
| GJ | 190,671.34 | -4.81 | 200,314.50 | 204,458.19 | ||
| Diesel oil | m3 | 3,188.82 | -898 | 3,503.55 | -7.05 | 3,769.15 |
| GJ | 122,036.09 | 134,081.05 | 144,245.18 | |||
| District Heating | MWh | 35,757.10 | 5.31 | 33,955.42 | 1.92 | 33,316.42 |
| GJ | 128,725.55 | 122,239.50 | 119,939.10 | |||
| District Cooling | MWh | 41,806.36 | -2.69 | 42,962.42 | -9.00 | 47,211.25 |
| GJ | 150,502.90 | 154,664.70 | 169,960.51 |
Intensity (GK / stay) 0.118
| Unit | 2016 | 2017 | 2018 | 2019 | |
|---|---|---|---|---|---|
| NOX | Kg | 92,364 | 95,643 | 98,141 | 96,017 |
| SOX2 | Kg | 16,629 | 15,405 | 14,642 | 13,555 |
| 2018 | 2019 | Diff. % | |
|---|---|---|---|
| Bacteriological analysis | 867,077.07 | 941,084.45 | 8.54 |
| Quality audit | 24,510.48 | - | -100.00 |
| Environment | 113,891.43 | 134,565.19 | 18.15 |
| Sewer fee | 1,860,246.39 | 1,599,992.65 | -13.99 |
| Waste | 3,643,240.26 | 3,791,865.19 | 4.08 |
| Water fee | 1,775,728.49 | 1,786,307.51 | 0.60 |
| TOTAL | 8,284,694.12 | 8,253,814.99 | -0.37 |
| Direct GHG emissions (Scope 1) | Unit | 2016 | 2017 | 2018 | 2019 | 2019 Objective |
|---|---|---|---|---|---|---|
| Total Direct GHG Emissions (Scope 1) | Tn CO2e metrics | 47,619 | 48,110 | 51,331 | 50,262 | 50,920 |
| Data coverage | % of portfolio | 81.10 | 79.00 | 78.00 | 76.22 | |
| Direct GHG emissions (Scope 2) | Unit | 2016 | 2017 | 2018 | 2019 | 2019 Objective |
| Indirect GHG emissions of energy purchased and consumed (Scope 2) |
Tn CO2e metrics | 165,645 | 154,955 | 153,699 | 120,386 | 149,088 |
| Data coverage | % of portfolio | 81.10 | 79.00 | 78.00 | 76.22 |
GRI 305-1; 305-2
| SBTi objective | Unit | Base Year (2018) | 2019 | 2019 Objective |
|---|---|---|---|---|
| Total Direct GHG Emissions (Scope 1) | Metric tons of CO2e | 65,304,563 | 64,603,328 | 64,782,127 |
| SBTi objective | Unit | Base Year (2018) | 2019 | 2019 Objective |
| Indirect GHG emissions of energy purchased and consumed (Scope 2) |
Metric tons of CO2e | 264,196,238 | 256,306,246 | 256,481,708 |
| Total energy use | Unit | 2016 | 2017 | 2018 | 2019 | 2019 Objective |
|---|---|---|---|---|---|---|
| a) Non-renewable fuels purchased and consumed | MWh | 219,950 | 223,337 | 228,604 | 226,862 | |
| b) Non-renewable electricity purchased | MWh | 336,998 | 210,451 | 203,097 | 170,675 | |
| c) Purchase of steam/heating/cooling and other (non renewable) energies |
MWh | 84,211 | 80,528 | 77,533 | 77,563 | |
| d) Total renewable energy. Energy purchased with green certification |
MWh | 22,306 | 223,561 | 230,183 | 247,482 | |
| e) Total non-renewable energy sold * | MWh | - | - | - | - | |
| Total non-renewable energy consumption (A + B + CE) | MWh | 641,159 | 514,316 | 509,234 | 475,101 | 498,540 |
| Total cost of energy consumption | Currency (EUR) | 62,805,081 | 61,467,817 | 64,602,536 | 78,812,082 | |
| Data coverage | % of portfolio | 81.10 | 79.00 | 78.00 | 76.22 |
| Water use | Unit | 2016 | 2017 | 2018 | 2019 | 2019 Objective |
|---|---|---|---|---|---|---|
| a) Removal: Total municipal water supply (or other water services) |
Millions of cubic meters | 10,697,788 | 10,825,071 | 10,595,067 | 10,740,348 | |
| b) Removal of fresh surface water | Millions of cubic meters | - | - | - | - | |
| c) Removal of fresh groundwater | Millions of cubic meters | - | - | - | - | |
| d) Discharge: water returned to the source with a quality similar or superior to the water extracted |
Millions of cubic meters | - | - | - | - | |
| E. Total net freshwater consumption (A+B+C-D) | Millions of cubic meters | 10,697,788 | 10,825,071 | 10,595,067 | 10,740,348 | 10,814,746 |
| Data coverage | Percentage of hotels in the company portfolio |
81.10 | 79.00 | 78.00 | 76.22 |
GRI 306-2
| Waste generated | Unit | 2016 | 2017 | 2018 | 2019 | 2019 Objective |
|---|---|---|---|---|---|---|
| a) Total waste generated | Tn metrics | 31,742 | 28,993 | 34,408 | 34,549 | |
| b) Total waste reused/recycled/sold | Tn metrics | 10,856 | 12,517 | 19,310 | 19,596 | |
| NET WASTE GENERATED (A-B) | Tn metrics | 20,886 | 16,476 | 15,098 | 14,953 | 14,967 |
| Data coverage | % of portfolio | 81.10 | 79.00 | 78.00 | 76.22 | |
| Recycling rate | % | 34.20% | 43.17% | 56.12% | 56.72% |
| GRI code | GRI | Page | Comments / Omissions | |||
|---|---|---|---|---|---|---|
| GRI 102: General data | ||||||
| Organisation profile | ||||||
| 102-1 | Organisation name | 180 | Meliá Hotels International | |||
| 102-2 | Activities, brands, products and services | 33-45 | ||||
| 102-3 | Headquarters location | 159 | ||||
| 102-4 | Location of operations | 11-12 | ||||
| 102-5 | Ownership and legal entity | 184 | Note 1 | |||
| 102-6 | Markets served | 33-45 | ||||
| 102-7 | Organisation size | 11-12 | ||||
| 102-8 | Information about employees and other workers | 164-166 | ||||
| 102-9 | Supply chain | 123-126 | ||||
| 102-10 | Significant changes in the organisation and its supply chain | 11-12 | ||||
| 102-11 | Precautionary principle or approach | 184 | Note 2 | |||
| 102-12 | External initiatives | 142-144; 148-156; 160 | ||||
| 102-13 | Association membership | 160 | ||||
| Strategy | ||||||
| 102-14 | Statement by senior executives responsible for decision making | 3-4 | ||||
| 102-15 | Main impacts, risks and opportunities | 18-19; 77 | ||||
| Ethics and transparency | ||||||
| 102-16 | Values, principles, standards and rules of conduct | 7-9 | ||||
| 102-17 | Advisory mechanisms and ethical concerns | 79-83 | ||||
| Governance | ||||||
| 102-18 | Governance structure | 62 | ||||
| 102-19 | Delegation of authority | 62 | ||||
| 102-20 | Executive-level responsibility for economic, environmental and social issues | 69 | ||||
| 102-21 | Consultation with stakeholders on economic, environmental and social issues | 20-21 | ||||
| 102-22 | Composition of the highest governance body and its committees | 62-67 | ||||
| 102-23 | Chair of the highest governance body | 64-65 | ||||
| 102-24 | Nomination and selection of the highest governance body | 64; 184 | Note 3 | |||
| 102-25 | Conflicts of interest | 184 | Note 4 | |||
| 102-26 | Role of the highest governance body in defining objectives, values and strategy | 62-67 | ||||
| 102-27 | Collective knowledge of the highest governance body | 62-67 | ||||
| 102-28 | Performance assessment of the highest governance body | 62-67 | ||||
| 102-29 | Identification and management of economic, environmental and social impacts | 20-21 | ||||
| 102-30 | Effectiveness of risk management processes | 73-86 | ||||
| 102-31 | Assessment of economic, environmental and social issues | 20-21 | ||||
| 102-32 | Role of the highest governance body in sustainability reporting | 180 | Preparation of the Integrated Report by the Board of Directors |
|||
| 102-35 | Remuneration policies | 68 | ||||
| 102-36 | Process to determine remuneration | 68 | ||||
| 102-38 | Annual total compensation ratio | 68 | ||||
| Stakeholder participation | ||||||
| 102-40 | List of stakeholders | 144-145 | ||||
| 102-41 | Collective bargaining agreements | 180 | At the consolidated level, 87% of our workers are subject to collective agreements. At the aggregated level, 56% |
|||
| 102-42 | Identification and selection of stakeholders | 144-145 | ||||
| 102-43 | Approach to stakeholder engagement | 144-145 | ||||
| 102-44 | Key issues and concerns raised | 20-21 |
| GRI code | GRI | Page | Comments / Omissions | ||
|---|---|---|---|---|---|
| Reporting practices | |||||
| 102-45 | Entities included in the consolidated financial statements | 181 | Annex I Annual Accounts | ||
| 102-46 | Definition of the report content and coverage of issues | 20-21 | |||
| 102-47 | List of material issues | 20-21 | |||
| 102-48 | Restatement of information | 158 | |||
| 102-49 | Changes in reporting | 158 | |||
| 102-50 | Reporting period | 181 | January 1, 2019 to December 31, 2019 | ||
| 102-51 | Date of most recent report | 181 | Annual Report 2018 | ||
| 102-52 | Reporting cycle | 181 | Annual | ||
| 102-53 | Point of contact for questions about the report | 158 | |||
| 102-54 | Declaration of report preparation in accordance with GRI Standards | 158 | |||
| 102-55 | Table of contents GRI | 158 | |||
| 102-56 | External verification | 158 | |||
| GRI 103: Management approach | |||||
| 103-1 | Explanation of the material issue and its coverage | Operations: 20-61; 87-107 Corporate Governance: 62-72 Policies: 68 Corporate Responsibility: 147-156 |
|||
| 103-2 | The management approach and its components | Business environment: 18-20; 77-78 Natural environment: 109-122 Biodiversity: 120 Philanthropy: 142-146 |
The pages indicated respond to the different management approaches to material issues |
||
| 103-3 | Assessment of the management approach | Financial: 10; 87 - 107 People: 128-135 |
|||
| GRI 201: Economic performance | |||||
| 201-1 | Direct economic value generated and distributed | 139 | |||
| 201-2 | Financial implications and other risks and opportunities due to climate change | 106 | The risks and opportunities arising from climate change are considered in the company's risk management model |
||
| 201-3 | Benefit plan obligations and other retirement plans | 184 | Note 4 | ||
| 201-4 | Financial assistance received from the government | 181 | Annual subsidies amounted to €702,217.21 at the consolidated level and €958,468.83 at the aggregated level. A further €451,761.01 was received in training bonuses over the year at the consolidated level and €564,646.37 at the aggregated level. Governments are not part of the shareholding structure |
||
| GRI 202: Market presence | |||||
| 202-1 | Ratio of standard entry-level wage by gender compared to the local minimum wage | 71 | |||
| 202-2 | Proportion of senior executives hired from the local community | 173 | |||
| GRI 203: Indirect economic impacts | |||||
| 203-1 | Investments in infrastructure and support services | 30-32 | |||
| 203-2 | Significant indirect economic impacts | 30-32 | |||
| GRI 204: Procurement practices | |||||
| 204-1 | Portion of spending on local suppliers | 181 | 90.97% of purchases in centralised hotels is from local suppliers. |
||
| GRI 205: Anti-corruption | |||||
| 205-1 | Operations assessed for corruption-related risks | 181 | In 2019, a total of 247 internal audits were carried out on a global level, including all the company's regions, areas and businesses. The audits have detected no practices related to corruption or fraud. |
||
| 205-2 | Communication and training on anti-corruption policies and procedures | 79-83 | All of the company's internal Policies and Regulations, including the Anti-Corruption Policy, are available on the employee website. There is also a mandatory training course on the code of ethics, compliance and criminal offences, including corruption. |
||
| 205-3 | Confirmed cases of corruption and measures taken | 181 | During the year there were no cases of corruption | ||
| GRI 206: Anti-competitive behaviour | |||||
| 206-1 | Legal action related to unfair competition and monopolies and contrary to free competition | 181 | On February 21, 2020, the European Commission announced the decision which ended the investigation Started in 2017, imposing a fine of 6.7 million euros on the company, an amount that was fully provisioned as of December 31, 2019. |
||
| GRI 302: Energy | |||||
| 302-1 | Energy consumption within the organisation | 176-178 | |||
| 302-3 | Energy intensity | 181 | 0.1302 GJ per stay in the consolidated perimeter and 0,1179 GJ per stay in the aggregated perimeter |
||
| 302-4 | Reduction of energy consumption | 116; 176 | |||
| 302-5 | Reductions in the energy requirements of products and services | 109-122 |
| GRI code | GRI | Page | Comments / Omissions |
|---|---|---|---|
| GRI 303: Water | |||
| 303-5 | Water use | 110; 176; 179 | |
| GRI 304: Biodiversity | |||
| 304-1 | Operations centres in owned, leased or managed hotels within or next to protected areas or areas outside protected areas with high levels of biodiversity |
120 | |
| 304-2 | Significant impacts of activities, products and services on biodiversity | 120 | |
| GRI 305: Emissions | |||
| 305-1 | Direct GHG emissions (Scope 1) | 179 | |
| 305-2 | Indirect GHG emissions (Scope 2) | 179 | |
| 305-3 | Other indirect GHG emissions (Scope 3) | 176 | |
| 305-5 | GHG emission reductions | 176 | |
| 305-7 | Nitrogen oxides (NOx), sulphur oxides (SOx) and other significant atmospheric emissions | 177-178 | |
| GRI 306: Effluents and waste | |||
| 306-2 | Waste by type and disposal method | 117; 182 | The data on waste is calculated based on an extrapolation of the data in 43% of the hotels in consolidated perimeter. The number of rooms and average occupancy rate for the year have been used to calculate the average waste generated in the hotel. |
| 306-3 | Significant spills | 182 | There were no significant spills in 2019 |
| GRI 307: Environmental compliance | |||
| 307-1 | Breach of environmental laws and regulations | 182 | In 2019, a penalty for an equipment installation became a financial obligation due in 2020. There was also a financial penalty related to a wastewater leak. The owner of the managed hotel has signed a new local contract to renew the system involved. |
| GRI 308: Supplier environmental assessment | |||
| 308-1 | New suppliers screened under environmental criteria | 182 | 100% of our suppliers selected for centralised purchases |
| 308-2 | Negative environmental impacts on the supply chain and measures taken | 123-127 | |
| GRI 401: Employment | |||
| 401-1 (b) | New employee hires and employee turnover (partial) | 168-169; 171 | |
| 401-3 | Parental leave | 170 | |
| GRI 402: Labour relations | |||
| 402-1 | Minimum notice periods regarding operational changes | 182 | Depending on the country and hotel, the minimum notice periods are met as stipulated by the applicable collective agreements or, in their absence, as stipulated in the corresponding legislation |
| GRI 403: Occupational Health and Safety | |||
| 403-2 (a) | Types and rates of accidents, occupational diseases, work days lost, absenteeism and number of work-related fatalities (partial) |
173-175 | |
| 403-4 | Worker participation, consultation and communication on health and safety at work | 184 | Note 5 |
| GRI 404: Training and education | |||
| 404-1 | Average hours of training per year per employee | 172 | |
| 404-2 | Programs to improve employee skills and transition assistance programmes | 128-129 | |
| 404-3 (b,c,e) Percentage of employees receiving regular performance and career development reviews (partial) |
169 | ||
| GRI 405: Diversity and equal opportunities | |||
| 405-1 | Diversity in governance bodies and employees | 63; 66; 164; 167 | |
| 405-2 | Ratio of basic salary and remuneration of women compared to men | 175-176; 182 | The final calculations do not include partial retirement, UK hourly wages, Venezuela and extra banquet revenues. The gap calculation takes into account the average salary of women compared to the average salary of men. |
| GRI 406: Non-discrimination | |||
| 406-1 | Incidents of discrimination and corrective actions taken | 182 | In 2019, no discrimination incidents were detected. |
| GRI 407: Freedom of association and collective bargaining | |||
| 407-1 | Operations and suppliers in which the right to freedom of association and collective bargaining may be at risk |
182 | Meliá Hotels International has an agreement with UIFUITA that includes these aspects |
| GRI 408: Child labour | |||
| 408-1 | Operations and suppliers with significant risk of incidents related to child labour | 183 | There is no risk within the company. Meliá Hotels International has an agreement with UIF-UITA that includes these aspects, as well as an agreement with UNICEF. In 2018, specific clauses were added to the code of ethics, supplier code of ethics and human rights policy |
| GRI code | GRI | Page | Comments / Omissions |
|---|---|---|---|
| GRI 409: Forced or compulsory labour | |||
| 409-1 | Operations and suppliers with significant risks related to forced or compulsory labour | 183 | There is no risk within the company. Meliá Hotels International has an agreement with UIF-UITA that includes these aspects, as well as an agreement with UNICEF. In 2018, specific clauses were added to the code of ethics, supplier code of ethics and human rights policy |
| GRI 411: Rights of indigenous peoples | |||
| 411-1 | Cases of violations of the rights of indigenous peoples | 183 | During the year there were no cases of violation of the rights of indigenous peoples |
| GRI 412: Human rights assessment | |||
| 412-3 | Significant investment agreements and contracts that include human rights clauses or subject to human rights assessment |
138-141 | |
| GRI 413: Local communities | |||
| 413-1 | Operations with local community engagement, impact assessments and development programmes |
142-157; 161-163 | |
| 413-2 | Operations with significant and potential negative impacts on local communities | 183 | No operations with a negative impact was detected in local communities |
| GRI 414: Supplier social assessment | |||
| 414-1 | New suppliers screened using social criteria | 183 | 100% of our suppliers selected for purchases in owned and leased hotels |
| 414-2 | Negative social impacts on the supply chain and measures taken | 123-127 | |
| GRI 415: Public policy | |||
| 415-1 | Contributions to parties and/or political representatives | 183 | No political contribution was made during the year. Our code of ethics does not allow it |
| GRI 416: Customer health and safety Customer privacy | |||
| 416-1 | Assessment of the health and safety impacts of products or services | 123-127 | |
| 416-2 | Incidents of non-compliance concerning the health and safety impacts of products and services |
183 | During the year there were no incidents of regulatory non compliance relating to the impacts of products and services on health and safety |
| GRI 417: Marketing and labelling | |||
| 417-2 | Incidents of non-compliance concerning product and service information and labelling | 183 | During the year, there were no cases of non-compliance with regulations or voluntary codes related to information and labelling. Our code of ethics does not allow it |
| 417-3 | Incidents of non-compliance related to marketing communications | 183 | During the year, there were no cases of non-compliance with regulations or voluntary codes related to communication or advertising. Our code of ethics does not allow it |
| GRI 418-1: Customer privacy | |||
| 418-1 | Substantiated claims regarding breaches of customer privacy and loss of customer data | 183 | During the year there were no complaints about violation of privacy or leakage of customer data |
| GRI 419-1: 2016 socio-economic compliance | |||
| 419-1 | Non-compliance with laws and regulations in the social and economic area | 183 | No significant fines (>30,000 euros) were received as a result of non-compliance with social and economic laws and regulations |
Meliá Hotels International, S.A. (the Company) is an entity legally constituted in Madrid on 24 June 1986, under the corporate name of Investman, S.A. On 1 June 2011 the change of corporate name was approved, with the name being changed to Meliá Hotels International, S.A.
In 1998, the Company moved its registered office to Calle Gremio Toneleros 24, Palma de Mallorca.
Meliá Hotels International, S.A. (the Group) is the parent company of the Meliá Hotels International Group, which presents (in accordance with the requirements of the Commercial Code) consolidated annual accounts in order to show the Group's financial and asset-related position.
In regard to the initiatives to mitigate the impact of our activity and taking into account the precautionary principle, the system of pre-openings includes a series of environmental criteria, which are reviewed before the opening of any hotel that is built or acquired from a third party.
The criteria reviewed are:
It is the obligation of the directors to inform the Company of any situation of direct or indirect conflict that they may have with the interest of the company, in accordance with the provisions in Article 28 of the Regulations of the Board of Directors. Likewise, the Nomination and Remuneration Committee, in accordance with the provisions in Article 15.2. of the Regulations of the Board of Directors, must inform the Board of Directors about transactions that involve or could involve conflicts of interest and proposing, where appropriate, the measures to be adopted.
Post-employment benefits: the cost of defined benefit pension plans is determined by actuarial valuations. Actuarial valuations require the use of hypotheses about discount rates, the return on assets, salary increases, employee mortality and turnover tables, as well as the retirement age of employees entitled to these benefits. These estimates are subject to significant uncertainties due to the long term settlement of these plans.
The valuation of these obligations has been carried out by independent experts of recognised prestige, using actuarial valuation techniques.
Defined benefit pension plans: Pension plans that do not have the nature of defined contribution are considered defined benefit plans. Generally, defined benefit plans set out the amount of the benefits the employee will receive at the time of retirement, usually based on one or more factors, such as age, years of service and compensation.
The Group recognises on the balance sheet a provision with respect to the defined benefit premiums established in the collective agreements for the difference between the present value of the compensations paid and the fair value of the possible assets subject to the commitments with which the obligations will be settled, reduced, if applicable, by the amount of the costs for past services not yet recognised.
If an asset arises from the previous difference, its valuation cannot exceed the current value of the economic benefits available in the form of reimbursements from the plan or reductions in future contributions to the same.
The costs for past services are recognised immediately in the profit and loss account, except in the case of revocable rights, in which case they are charged to the profit and loss account on a straight-line basis in the remaining period until the rights for past services are irrevocable.
The present value of the obligation is determined by actuarial calculation methods and financial and actuarial assumptions that are unbiased and compatible with each other. The Company recognises directly in the statement of comprehensive income, the gains and losses arising from the variation in the present value and, where applicable, the assets affected by changes in actuarial assumptions or adjustments due to experience.
Certain collective agreements in force and applicable to some group companies establish that permanent staff who choose to terminate their contract with the Company after a certain number of years linked to it shall receive a cash award equivalent to a number of monthly payments proportional to the years worked. During the year, an assessment of said agreements was carried out using the actuarial assumptions of the Group's own employee turnover model, applying the calculation method known as Projected Unit Credit and demographic hypotheses corresponding to the PER2000P tables.
The balance of provisions, as well as the activation of payments for future services, cover these commitments acquired, according to an actuarial study carried out by an independent expert. More details on this valuation are provided in Note 17.2 of the Consolidated Annual Accounts.
With regard to pension commitments and obligations stipulated in collective agreements affected by the Ministerial Order of 2 November 2006, the Group has made the corresponding outsourcing. The assets affected by these outsourcing operations are presented by reducing the balance of the commitments acquired.
Meliá does not maintain specific agreements with trade unions regarding safety and health beyond those included in collective agreements. These agreements include, where applicable, aspects such as health and safety training, insurance and safety equipment, among others. If these agreements do not include specific aspects on Health and Safety, ultimately, they shall meet at least the stipulations regarding health and safety legislation applicable in each country. In 2019, there were no negotiations within collective agreements.
In compliance with Law 11/2018, of 28 December, which modifies the Commercial Code, we present below the traceability table where we link each point of the law with our GRI indicators and the pages of this report where you can find the relevant information. This table has a global scope and the concepts included in it are considered of a material nature.
| CONTENT | RELATED GRI STANDARDS |
DOCUMENT SECTIONS | PAGES | REPORTING SCOPE | EXTERNAL VERIFICATION |
|---|---|---|---|---|---|
| Business Model | |||||
| Description of the group's business model, including business environment, organisation and structure, markets in which it operates, objectives and strategies, and the main factors or trends that may |
102-1 102-16 201-1 102-2; 102-6 102-15 from 102-18 a 102-20; from 102-22 a 102-27 102-4; 102-7; 102-10 |
GRI Table Essence of Meliá Business Model Our Brands Vision of the Environment Corporate Governance Presence Map |
180 7-9 28-29 33-45 18.19; 77 62-72 11-12 |
Aggregate | |
| - | Strategic Focus | 23-24 | |||
| Environmental Issues Policies & Risks A description of the policies applied by the group, including due diligence procedures for the assessment, prevention and mitigation of risks and impacts, as well as the procedures for verification and control The main risks related to the group's activities, including how the group manages those risks and what procedures it uses to detect and evaluate |
103-2 102-15;102-29; 102-30; 102-31; 201-2 |
Environment Risk Management |
109-122 18-19; 73-86 |
Aggregate | |
| Global Information Detailed information on the current and foreseeable effects of the company's activities on the environment, environmental assessment or certification procedures, resources dedicated to the prevention of environmental risks and the application of the precautionary principle |
102-11; 102-29; 102-30; 307-1 |
Environmental management |
109-122; 161-163 | Aggregate | |
| Pollution Measures to prevent, reduce or repair carbon emissions taking into account any form of atmospheric pollution specific to an activity Circular economy |
302-4;302-5; 305-1 a 305-5; 305-7 |
Environmental management |
109-122 | Aggregate & Consolidated* |
|
| Measures for prevention, recycling, reuse, other forms of waste recovery and disposal Actions to combat food waste Sustainable use of resources |
103-2 103-2 |
Environmental management Culinary experiences |
109-122; 149- 150; 152; 156 46-48 |
Aggregate | |
| Water consumption | 303-5 | Environmental Management and Annexes |
110-122; 176; 179 | Aggregate & Consolidated* |
|
| Consumption of raw materials and the measures taken to improve the efficiency of their use | This data is not reported as it is not a material issue for the company. |
||||
| Energy consumption and measures taken to improve energy efficiency and the use of renewable energy. | 302-1; 302-3; 302-4; 302-5 |
Environmental Management and Annexes |
109-122; 176-178 | Aggregate & Consolidated* |
|
| Climate Change | |||||
| The important elements of greenhouse gas emissions produced as a result of the company's activities | 201-2; 305-1 a 305-5; 305-7 |
Environmental Management and Annexes |
106-119; 176-178 | Aggregate & | |
| Measures taken to adapt to the consequences of climate change | 201-2; 305-5 | Environmental management |
109-122 | Consolidated* | |
| The reduction targets defined voluntarily in the medium and long term to reduce greenhouse gas emissions |
103-2; 305-5 | Environmental management |
114 | ||
| Protection of biodiversity Measures taken to preserve or restore biodiversity and the impacts caused in protected areas Impacts caused by activities or operations in protected areas |
304-1; 304-2 304-1 |
Biodiversity Biodiversity |
120 120 |
Aggregate | |
| Social and Personnel Issues Policies & Risks |
|||||
| A description of the policies applied by the group, including due diligence procedures for the assessment, prevention and mitigation of risks and impacts, as well as the procedures for verification and control. |
103-2 | People | 128-134 | ||
| The main risks related to the group's activities, including how the group manages | 102-15;102-29; 102-30; 102-31 |
Risk Management | 18-19; 73-86 | Aggregate | |
| Employment | |||||
| Total number and distribution of employees by gender, age, country and professional classification | 102-8; 405-1 | Annexes | 164 | ||
| Total number and distribution of employment contract types Annual average of permanent contracts, temporary contracts and part-time contracts by gender, age and |
102-8 | Annexes | 166 | Aggregate & | |
| professional classification | 102-8 | Annexes | 164-166 | Consolidated | |
| Number of dismissals by gender, age and professional classification Average remuneration and its evolution by gender, age and professional classification or equal value |
401-1 (b) 405-2 |
Annexes Annexes |
171 172-173 |
||
| Salary gap, remuneration for equal or average jobs in the company | 405-2 | Annexes | 172-173 | Consolidated | |
| Remuneration for equal or average jobs in the company | 202-1 | Annexes | 71 | Aggregate & Consolidated |
|
| Average remuneration of directors and executives | 102-28; 102-35 a 102-39 | Corporate Governance | 70-72 | ||
| Implementation of employee disconnection policies | People | 130 | Aggregate | ||
| Corporate Governance | 72 | ||||
| Employees with disabilities | People | 131 | Aggregate & Consolidated |
Aggregated - Owned, Leased & Managed / Consolidated - Owned & Leased of subsidiaries that are fully consolidated in Annual Accounts * Meliá H.Orlando, LLC., INNSIDE Ventures, LLC., Inversiones AGARA, SA are excluded from the consolidated perimeter
| CONTENT | RELATED GRI STANDARDS |
DOCUMENT SECTIONS | PAGES | REPORTING SCOPE | EXTERNAL VERIFICATION |
|---|---|---|---|---|---|
| Organisation of work | |||||
| Organisation of working hours | 102-8 (c ) | Annexes | 132 | Aggregate | |
| Number of hours of absenteeism | Annexes | 176 | Consolidated Aggregate & |
||
| Measures designed to facilitate a work-life balance and encouraging joint responsibility by both parents. | 401-3 (b,c,e) | Annexes | 131-132 | Consolidated | |
| Health and safety Health and safety conditions at work |
103-2 | Health & Safety work | 135-137 | Aggregate | |
| Work-related accidents, in particular their frequency and severity | 403-2 (a) | Annexes | 173-175 | Consolidated | |
| Occupational diseases by gender | 403-2 (a) | Annexes | 173-175 | España | |
| Social relationships | Relationship with | ||||
| Organisation of social dialogue Percentage of employees covered by collective agreement |
102-42; 102-43; 402-1 102-41 |
Groups of interest GRI indicators |
145-146 180 |
Aggregate Consolidated |
|
| The balance of collective agreements, particularly in the area of health and safety at work | 403-4 | GRI indicators | 182 | Aggregate | |
| Training | |||||
| Policies implemented Total number of hours of training by professional category |
103-2 ; 404-2 404-1; 404-3 |
People People |
128-134 172 |
Aggregate Consolidated |
|
| Universal accessibility | |||||
| Universal accessibility for people with disabilities | 103-2 | Environmental Management |
131 | Aggregate | |
| Equality | |||||
| Measures taken to promote equal treatment and opportunities between women and men; equality plans, measures adopted to promote employment, protocols against sexual and gender-based harassment, |
103-2; 404-2; 405-1; | People | 131; 137; 140 | Aggregate | |
| integration and universal accessibility for people with disabilities; policy | 406-1 | ||||
| Human Rights Policies & Risks |
|||||
| Application of due diligence procedures in human rights | |||||
| A description of the policies applied by the group, including due diligence procedures for the assessment, | 103-2 | HR | 138-141 | ||
| prevention and mitigation of risks and impacts, as well as the procedures for verification and control. The main risks related to the group's activities, including how the group manages those risks and what |
102-15;102-29; 102-30; | Aggregate | |||
| procedures it uses to detect and evaluate them | 102-31 | Risk Management | 18-19; 73-86 | ||
| Human Rights | |||||
| Prevention of the risks of violation of human rights and, where necessary, the implementation of measures to mitigate, manage and redress possible abuses committed |
414-2 | Supply Chain and Human Rights |
123-126; 138-141 | ||
| Complaints about violation of human rights | 102-17; 411-1 | Risk Management and GRI indicators |
78-82; 183 | ||
| Promotion and compliance with the provisions of the fundamental conventions of the International Labour Organisation related to respect for freedom of association and the right to collective bargaining. The |
103-2; 406-1; 408-1; | People and Human | Aggregate | ||
| elimination of discrimination in employment and occupation. The elimination of forced or compulsory | 409-1 | Rights | 128-131; 138-141 | ||
| labour. The effective abolition of child labour Corruption and Bribery |
|||||
| Policies & Risks | |||||
| A description of the policies applied by the group, including due diligence procedures for the assessment, prevention and mitigation of risks and impacts, as well as the procedures for verification and control |
103-2 | Corporate Governance | 68 | ||
| The main risks related to the group's activities, including how the group manages those risks and what | 102-15;102-29; 102-30; | Risk Management | 18-19; 73-86 | Aggregate | |
| procedures it uses to detect and evaluate Corruption and Bribery |
102-31 | ||||
| Measures taken to prevent corruption and bribery | 205-1; 205-3 | GRI indicators | 184 | ||
| Measures taken to combat money laundering | 103-2 | Ethics and Transparency |
79-83 | Aggregate | |
| Contributions to foundations and non-profit organisations | 102-12; 102-13; 201-1; | Society and | 142-144; 160; 183 | ||
| Company | 415-1 | GRI indicators | |||
| Policies & Risks | |||||
| A description of the policies applied by the group, including due diligence procedures for the assessment, prevention and mitigation of risks and impacts, as well as the procedures for verification and control |
103-2 | Society | 142-144 | ||
| The main risks related to the group's activities, including how the group manages those risks and what | 102-15;102-29; 102-30; | Risk Management | 18-19; 73-86 | Aggregate | |
| procedures it uses to detect and evaluate them Commitments of the company to sustainable development |
102-31 | ||||
| 103-2; 413-1; 413-2 | Responsibility and | 147-156 | |||
| The impact of company's activity on employment and local development | 202-2 | Strategy Corporate People |
128-134 | ||
| The impact of the company's activity on local populations and on the territory | 204-1; 413-1; 413-2 | Supply chain | 123-127 | Aggregate | |
| The relationships with people in the local community and forms of dialogue with these | 102-43; 413-1 | Relationship with stakeholders |
145-146 | ||
| Partnership or sponsorship activities | 102-13 | Relations of Institutional | 160 | ||
| Subcontracting and Suppliers Inclusion in the purchasing policy of social, gender equality and environmental issues |
102-9; 103-2 | Supply chain | 123-127 | ||
| Consideration given to suppliers and subcontractors regarding their social and Environmental responsibility | 308-1; de 407-1 a 409-1; | Supply chain | 123-127 | Aggregate | |
| Supervision and audit systems and their results | 414-1 308-2; 414-2 |
Supply chain | 123-127 | ||
| Consumers | |||||
| Measures taken for the health and safety of consumers; | 416-1 416-2; 417-2; 417-3; |
Health & Safety at work | 135-137 | Aggregate | |
| Complaint systems, complaints received and complaints resolved | 418-1 | GRI indicators | 146; 183 | ||
| Fiscal Information Taxes paid on profits |
201-1 | Fiscal Transparency | 104-105 | ||
| Public subsidies received | 201-4 | GRI indicators | 181 | Aggregate | |
| Other significant information | |||||
| Other information about the company profile | 102-1; 102-3; 102-5 | GRI indicators | 180 | ||
| Identification of material issues | 102-21; 102-44 102-14; 102-32; de 102- |
Materiality Analysis | 20-21 | Aggregate | |
| About this report | 45 a 102-56 | About this report | 158 | ||
| Other information used in the preparation of the document | 201-3; 206-1; 419-1 | GRI indicators | 180-183 |
Aggregated - Owned, Leased & Managed / Consolidated - Owned & Leased of subsidiaries that are fully consolidated in Annual Accounts * Meliá H.Orlando, LLC., INNSIDE Ventures, LLC., Inversiones AGARA, SA are excluded from the consolidated perimeter
| 2019o | 2019 Objective |
|---|---|
| 2020o | 2020 Objective |
| All-day dining | Casual meal throughout the day |
| APAC | Pacific Asia |
| ARR | Average rate per room occupied |
| B2B - Business to Business |
Commercial activity between companies |
| B2C - Business to Customer |
Commercial activity of a company with the end customer |
| Bleisure - Business + leisure |
Tourism that combines business travel with leisure experiences |
| CAGR - Compound Annual Growth Rate |
Annual compound growth rate |
| CDP - Carbon Disclosure Project |
Organisation that disseminates the environmental impact of large corporations |
| COSO - Committee of Sponsoring Organizations of the Treadway Commission |
Reference framework for the implementation, management and control of an adequate Internal Control System |
| CRM | Customer Relationship Management |
| CSA - Control Self Assessment |
Management and control system |
| CUBG | Unified good governance code |
| EBIT - Earnings Before Interest and Taxes |
Result before interest and taxes |
| EBITDA - Earnings before Interest, Taxes, Depreciation and Amortization |
Resultado antes de intereses, impuestos y amortización |
| EBITDAR - Earnings before interest, taxes, depreciation, amortization, and restructuring or rent costs |
Result before interest, taxes, depreciation, amortisation and rents |
| E-commerce | Electronic commerce |
| EMEA | Europe, Middle East and Africa |
| ESG | Environment, Social & Corporate Governance |
| GDPR | General Data Protection Regulation |
| CMMS - Computer Aided Maintenance Management |
Preventive & Corrective Maintenance Management |
| GOP | Gross Operating Result | |
|---|---|---|
| GRI - Global Reporting Initiative |
Global standard for the elaboration of sustainability reports that evaluates economic, environmental and social performance |
|
| GSS | Guest Satisfaction Score | |
| GSTC | Global Sustainable Tourism Council | |
| IAGC | Annual Corporate Governance Report | |
| ICEX | Spanish Institute of Foreign Trade | |
| Industry Mover | Best progress achieved | |
| Aggregate Information | Integrates information on hotels in property, rental & management |
|
| Consolidated Information |
Integrates information on hotels in property & rental |
|
| JV | Joint Investment Company | |
| IFRS | International Financial Reporting Standards | |
| NPS - Net Promoter Score |
Customer Loyalty Indicator | |
| SDG | Sustainable Development Goals | |
| OHSAS - Occupational Health and Safety Assessment Series |
Occupational Health & Safety Management System |
|
| PCI - Security Standards Council |
Data Security Payment Cards | |
| PMS -Property Management System |
Hotel Management Tool | |
| QPI | Quality Penetration Index | |
| RevPAR | Average income per room available | |
| RFP | Request for proposal | |
| ROI | Return of investment | |
| SBTI - Science Based Targets initiative |
Science-based emission reduction initiative | |
| ICFR | Internal Control Systems of Financial Information |
|
| IUF | International Union of Food Workers Associations, the Agriculture, Hotels, Restaurants, Tobacco and Allied |
ANNUAL CORPORATE GOVERNANCE REPORT 2019 TRANSLATION FOR INFORMATION PURPOSES ONLY ANNUAL CORPORATE GOVERNANCE REPORT 2019 TRANSLATION FOR INFORMATION PURPOSES ONLY
Year 2019 Year 2019
Ending date of reference financial period: 31/12/2019 Ending date of reference financial period: 31/12/2019
CIF: A78304516 CIF: A78304516
Registered name: MELIÁ HOTELS INTERNATIONAL S.A. Registered name: MELIÁ HOTELS INTERNATIONAL S.A.
Registered office: GREMIO DE TONELEROS, 24, POL. IND. SON CASTELLO (PALMA DE MALLORCA) BALEARES Registered office: GREMIO DE TONELEROS, 24, POL. IND. SON CASTELLO (PALMA DE MALLORCA) BALEARES
A.1 Complete the following table on the company's share capital:
| Date of last change | Share capital (€) | Number of shares | Number of voting rights |
|---|---|---|---|
| 25/04/2016 | 45,940,000.00 | 229,700,000 | 229,700,000 |
| Remarks |
|---|
Indicate whether there are different classes of shares with different rights attaching thereto:
YES ☐ NO ☒
| Class | Number of shares |
Nominal value per share |
Number of voting rights per share |
Vested rights and obligations |
|---|---|---|---|---|
A.2 Provide details of direct and indirect holders of significant shareholdings in the company at year end, excluding directors:
| Name or corporate name |
% of shares carrying voting rights |
% of voting rights through financial instruments |
% of total voting |
|||
|---|---|---|---|---|---|---|
| of shareholder | Direct | Indirect | Direct | Indirect | rights | |
| Hoteles Mallorquines Agrupados, S.L. |
10.388% | 10.388% | ||||
| Global Alpha Capital Management Ltd |
3.02% | 3.02% |
Remarks
Breakdown of the indirect holding:
| Name or corporate name of indirect shareholder |
Name or corporate name of direct shareholder |
% of shares carrying voting rights |
% of voting rights through financial instruments |
% of total voting rights |
|---|---|---|---|---|
Remarks
Most significant movements
Global Alpha Capital Management Ltd. 09/12/2019 Increase to above 3% of Share Capital
| Name or corporate name of director |
% of shares carrying voting rights |
% of voting rights through financial instruments |
% of total voting rights |
% of voting rights that can be transmitted through financial instruments |
|||
|---|---|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | Direct | Indirect | ||
| Mr. Juan Arena De La Mora |
0.0004% | 0.0004% | |||||
| Hoteles Mallorquines Asociados, SL |
13.206% | 13.206% | |||||
| Mr. Gabriel Escarrer Juliá |
5.025% | 5.025% | |||||
| Mr. Luis María Díaz de Bustamante y Terminel |
0.0001% | 00001% | |||||
| Hoteles Mallorquines Consolidados, S.L. |
23.379% | 23.379% |
41,61%
<-- PDF CHUNK SEPARATOR -->
| Name or corporate name of director |
Name or corporate name of direct shareholder |
% of shares carrying voting rights |
% of voting rights through financial instruments |
% of total voting rights |
% of voting rights that can be transmitted through financial instruments |
|---|---|---|---|---|---|
| Mr. Gabriel Escarrer Juliá |
Tulipa Inversiones 2018 S.A. |
5.025% | 5.025% |
Comments
A.4 Indicate, if applicable, any family, commercial, contractual or corporate relationships between significant shareholders to the extent they are known to the company, unless they are insignificant or result from the ordinary course of business, except those that are included in Section A.6:
| Name or corporate name of related party |
Type of relationship |
Brief description |
|---|---|---|
| Hoteles Mallorquines Agrupados, S.L. / Hoteles Mallorquines Asociados, S.L. / Hoteles Mallorquines Consolidados, S.L. |
Corporate | According to that indicated in the Significant Event dated 11 October 2018 (registered with number 270438), the companies Hoteles Mallorquines Consolidados, S.L., Hoteles Mallorquines Agrupados, S.L. and Hoteles Mallorquines Asociados, S.L., for the sole purpose of complying with the notification requirements for significant shareholdings, jointly notified the total percentage of voting rights in Meliá Hotels International, i.e. 46.972 %, resulting from the sum of their direct and individual shareholding in Meliá Hotels International (23.379%, 10.388% and 13.206%, respectively). The said notification of significant shareholdings stated that the members of the Escarrer family continue to hold 100% of the share capital (namely, Mr. Escarrer Juliá, his wife and their six children) and that there is no controlling shareholder in any of the companies, although, they have the same shareholders. |
A.5 If applicable, state the commercial, contractual or corporate relationships between significant shareholders and the company and/or its group, unless they are insignificant or result from the ordinary course of business:
| Name or corporate name of related party |
Type of relationship | Brief description: | |
|---|---|---|---|
A.6 Describe the relationships, unless insignificant for the two parties, between significant shareholders or shareholders represented on the Board and the directors, or their representatives, in the case of proprietary directors.
Explain, where appropriate, how the significant shareholders are represented. Specifically, state those directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders, or those linked to significant shareholders and/or companies in its group, specifying the nature of such relationships or ties. In particular, mention the existence, identity and position of directors, or their representatives, as the case may be, of the listed company, who are, in turn, members of the Board of Directors or their representatives of companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders.
| Name or corporate name of related director or representative |
Name or corporate name of related significant shareholder |
Name of the group company of the significant shareholder |
Description of relationship / position |
|---|---|---|---|
| Mr. Gabriel Escarrer Juliá |
Tulipa Inversiones 2018, S.A. |
Mr. Gabriel Escarrer Juliá notified the control of 5.025% of the voting rights in Meliá Hotels International, S.A. indirectly, through the company Hotels Exlux, S.L.U. (currently Tulipa Inversiones 2018, S.A.) It should be also noted that Mr. Gabriel Escarrer Jaume and Mr. Sebastián Escarrer Jaume, without exercising control, are likewise minority shareholders of the significant shareholders of the company (Hoteles Mallorquines Asociados, S.L., Hoteles Mallorquines Agrupados, S.L. and Hoteles Mallorquines Consolidados, S.L.). The company Hotels Exlux, SLU, was acquired by its |
| sole shareholder |
|---|
| Majorcan Exhold SLU |
| which in turn has been |
| subsequently acquired |
| by its sole |
| shareholder,Tulipa |
| Inversiones 2018, SA |
| with effect date as at |
| December 2018 |
A.7 State whether any shareholders' agreements affecting the company pursuant to Articles 530 and 531 of the Ley de Sociedades de Capital (Spanish Corporate Enterprises Act) have been reported to the company. If so, briefly describe them and list the shareholders bound by the agreement:
| Parties to the shareholders' agreement |
% of share capital affected |
Brief description of the agreement |
Date of termination of the agreement, if applicable |
|---|---|---|---|
According to that indicated in the Significant Event dated 11 October 2018 (registered with number 270438), Mr. Gabriel Escarrer Juliá, Mrs. Ana María Jaume Vanrell and their six children (namely, Mrs. María Magdalena, Mrs. Ana María, Mrs. María Antonia, Mrs. María Mercedes, Mr. Sebastián and Mr. Gabriel Escarrer Jaume), in their capacity as direct or indirect shareholders of the commercial companies through which they hold interest in the share capital of Meliá Hotels International, S.A. (i.e., Hoteles Mallorquines Consolidados, S.L., Hoteles Mallorquines Agrupados, S.L., Hoteles Mallorquines Asociados, S.L. and Majorcan Hotels Exlux, S.L.U., (hereinafter, the "Commercial Companies"), notified the CNMV and the Company that a shareholders' agreement was executed on 5 October 2018, whose purpose was to reinforce, on a temporary basis, the majority system required to adopt a specific and limited number of resolutions by the General Shareholders' Meeting and the Board of Directors in Commercial Companies which affect some specific matters, with each of their signatories maintaining free vote and, therefore, without negotiation on the management of the Commercial Companies or Meliá Hotels International.
In the signatories' opinion, the Shareholders' Agreement does not have the status of an 'agreement subject to disclosure' within the meaning of Articles 530 and 534 of the Spanish Corporate Enterprises Act, and its registration with the Commercial Register is not required, although, for the sake of transparency, the signatories sent a copy of the Agreement to both Meliá Hotels International and the CNMW.
State whether the company is aware of any concerted actions among its shareholders. If so, provide a brief description:
| YES ☐ | NO ☒ | ||
|---|---|---|---|
| Parties to the concerted action |
% of share capital affected |
Brief description of the agreement |
Date of termination of the agreement, if applicable: |
According to that indicated in the Significant Event dated 11 October 2018 (registered with number 270438), as well as in the above remarks, after the execution of the said Shareholders' Agreement, there is no negotiation on the management of the Commercial Companies or Meliá Hotels International.
The company Majorcan Hotels Exlux S.L.U was acquired by its sole shareholder, Majorcan Exhold S.L.U, which in turn has been subsequently acquired by its sole shareholder, Tulipa Inversiones 2018, S.A., effective as at December 2018.
If any of the abovementioned agreements or concerted actions have been modified or terminated during the year, please specify expressly:
A.8 State whether any individual or company exercises or may exercise control over the company in accordance with Article 5 of the Ley de Mercados de Valores ("Spanish Securities Market Act"). If so, please identify them:
| YES ☐ | NO ☒ |
|---|---|
| Name of individual or company | |
| Remarks |
| Number of direct shares | Number of indirect shares (*) |
Total % of share capital |
|---|---|---|
| 3,440,825 | N/A | 1.498% |
By means of the Significant Event of 21 October 2019, registration number 282703, the agreement on behalf of its Board of Directors was communicated by the Company, to initiate a program of repurchase of own shares covered by (EU) Regulation No. 596 / 2014 of the European Parliament and its Council, of 16 April 2014, on market abuse and using the authorization granted by the General Meeting of Shareholders held on 4 June 2015, under item 12 of the Agenda.
During the 2019 financial year, the following stock purchase transactions have been notified under the program of repurchase of own shares under the following Significant Events: no 282908 of 28/10/2019, no 283246 of 04/11/2019, no283483 of 11/11/2019, no283722 of 18/11/2019, no283880 of 25/11/2019, no284052 of 02/12/2019, no284277 of 09/12/2019 and no284517 of 16/12/2019.
| Name or corporate name of the direct shareholder |
Number of direct shares |
|---|---|
| Total: | |
Remarks
A.10 Describe the terms and conditions and the duration of the authority currently in force given by the General Shareholders' Meeting to the Board of Directors in order to issue, repurchase, or dispose of treasury shares.
The General Shareholders' Meeting held on 4 June 2015 adopted, among others, the following resolution:
Authorisation to the Board of Directors which, in turn, may delegate and empower, as it deems appropriate, the Directors it deems appropriate, to acquire and dispose of treasury shares in the Company by sale, exchange, allotment of shares, or any other manner permitted by law, to the extent permitted by law, for a price which shall be not less than 90% or more than 110% of the closing price of the previous day's meeting and for a period of five years from the date of adoption of this resolution. All this subject to the limits and requirements laid down in the Spanish Corporate Enterprises Act and in the Company's Internal Code of Conduct on matters related to the Securities Market.
By means of the Significant Event of 21 October 2019, registration number 282703, the agreement on behalf of its Board of Directors was communicated by the Company, to initiate a program of repurchase of own shares covered by (EU) Regulation No. 596 / 2014 of the European Parliament and its Council, of 16 April 2014, on market abuse and using the authorization granted by the General Meeting of Shareholders held on 4 June 2015, under item 12 of the Agenda.
| % | |
|---|---|
| Estimated free float | |
| 99,882,316 shares | 43.48% |
A.12 State whether there are any restrictions (bylaw, legislative or of any other nature) placed on the transfer of shares and/or any restrictions on voting rights. In particular, state the existence of any type of restriction that may inhibit a takeover attempt of the company through acquisition of its shares on the market, and those systems for the prior authorisation or notification that may be applicable, under sector regulations, to acquisitions or transfers of the company's financial instruments.
Description of restrictions
A.13 State whether the shareholders acting at a general shareholders' meeting have approved the adoption of measures to neutralise a takeover bid pursuant to the provisions of Law 6/2007.
If applicable, explain the measures adopted and the terms under which these restrictions will cease to apply:
| Explain the measures approved and the terms under which these restrictions will cease to apply |
|---|
A.14 State whether the company has issued securities that are not traded on a regulated EU market.
YES ☐ NO ☒
If applicable, list the different classes of shares, if any, and the rights and obligations attaching to each class of shares.
List the different types of shares
B.1 Indicate and, as applicable, describe any differences between the quorum established by the Spanish Corporate Enterprises Act (or "LSC" according to its acronym in Spanish) for General Shareholders' Meeting and that set by the company.
| YES ☐ | NO ☒ | ||
|---|---|---|---|
| Number of direct shares |
% quorum different from that established in Article 193 LSC for general matters |
% quorum different from that established in Article 194 LSC for the special circumstances described in Article 194 LSC. |
|
| Quorum required at 1st call |
|||
| Quorum required at 2nd call |
Notwithstanding the above, article 24.4 of the Bylaws establishes that, in order that the General Shareholders' Meeting may validly approve the change in the object of the Company, the request for delisting of shares of the Company, or the transformation or winding up of the Company, shareholders representing FIFTY PERCENT (50%) of subscribed share capital with voting rights must be in attendance at the first call to the General Shareholders' Meeting, and at the second call, the attendance of shareholders representing TWENTY-FIVE PERCENT (25%) of the subscribed share capital with voting rights will suffice. The merger, as well as the demerger, either total or partial, segregation and global assignment of assets and liabilities of the Company will also require this quorum, except when such transactions involve companies that, either directly or indirectly, are majority owned by the Company, in which case the quorum required by the legislation in force at any given time for each case shall apply.
B.2 State whether there are any differences in the company's manner of adopting corporate resolutions and the manner for adopting corporate resolutions described by the LSC and, if so, explain:
YES ☒ NO ☐ Describe how it is different from that contained in the LSC.
| Number of direct shares |
Qualified majority other than that established in Article 201.2 LSC for the cases set forth in Article 194.1 LSC |
Other cases requiring a qualified majority |
|---|---|---|
| % established by the company for adoption of resolutions |
0.00% | 60.00% |
Pursuant to Article 28.2 of the Bylaws, in order that the General Shareholders' Meeting may validly approve the change in the Company's object, the request for delisting of the Company's shares, or the transformation or winding up of the Company, a favourable vote of SIXTY PERCENT (60%) of the share capital with voting rights present or represented at the General Shareholders' Meeting will be required, both at first and second call.
Nevertheless, when, at second call, the Shareholders representing less than FIFTY PERCENT (50%) of the subscribed share capital with voting rights are in attendance, the resolutions mentioned in this section may only be passed with the favourable vote of TWO THIRDS (2/3) of the share capital present or represented at the General Shareholders' Meeting.
The merger, as well as the demerger, either total or partial, segregation and global assignment of assets and liabilities of the Company will also require the favourable vote of the abovementioned qualified majority, except when said merger or demerger involves companies that, either directly or indirectly, are majority owned by the Company, in which case the general system provided for in Section 28.1 (simple majority of votes of shareholders present or represented at the meeting, except in those cases where the Law or the Bylaws require a higher majority) shall apply.
On the other hand, Article 28.3 of the Bylaws states that in order to change Articles 3 (Registered Address), 7 (Accounting Register of Shares and Register of Shareholders), 8 (Legitimation of Shareholders), 24.3 (Quorum), 24.4 (Special quorum), 28 (Majorities for the approval of resolutions), 33 (Appointments to the Board of Directors) and 38 (Delegation of powers) of the Company Bylaws, a favourable vote of at least SIXTY PERCENT (60%) of the
share capital with voting rights present or represented at the General Shareholders' Meeting will be required, both at first and second call.
According to Article 30.1.h) of the Bylaws, the General Shareholders' Meeting has the authority to approve any amendments to the Bylaws.
Pursuant to Article 24 of the Bylaws, the Ordinary or Extraordinary General Shareholders' Meeting shall be validly convened at first or second call when the shareholders in attendance or represented meet the legal and statutory minimum quorums regarding the percentage of share capital for the different matters on the Agenda according to current legislation.
Notwithstanding the foregoing, in order that the General Shareholders' Meeting may validly approve the change in the Company's object, the request for delisting of the Company's shares, or the transformation or winding up of the Company, shareholders representing fifty percent (50%) of the subscribed share capital with voting rights must be in attendance at the first call to the General Shareholders' Meeting. At the second call, the attendance of shareholders representing twenty-five (25%) of the subscribed share capital with voting rights will suffice.
According to Article 28 of the Bylaws, in order to approve the resolutions of the General Shareholders' Meeting, a simple majority of votes of shareholders present or represented at the Meeting will be required, except in the circumstances where the Law or the Bylaws provide for an increased majority. Therefore, in order that the General Shareholders' Meeting may validly approve the change in the Company's object, the request for delisting of the Company's shares, or the transformation or winding up of the Company, a favourable vote of sixty percent (60%) of the share capital with voting rights present or represented at the General Shareholders' Meeting will be required, both at first and second call. Nevertheless, when, at second call, shareholders representing less than fifty percent (50%) of the subscribed share capital with voting rights are in attendance, the resolutions mentioned in this section may only be passed with the favourable vote of two thirds (2/3) of the share capital present or represented at the General Shareholders' Meeting.
| Attendance data | Of which, free float | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| % | % | % distance voting | % phys |
% distance voting | ||||||
| Date of General Meeting |
physicall y present |
presen t by proxy |
Electro nic voting |
Other | Total | icall y pres ent |
% present by proxy |
Electro nic voting |
Other | Total |
| 18/06/2019 | 52.43% | 10.37% | 0.00% | 14.03% | 76.83% | 0.02% | 10.37% | 0.00% | 14.03% | 24.42% |
| 06/06/2018 | 52.38% | 19.91% | 0.00% | 5.00% | 77.29% | 0.00% | 19.91% | 0.00% | 5.00% | 24.91% |
| 08/06/2017 | 52.50% | 35.15% | 0.00% | 0.00% | 8.65% | 0.00% | 35.15% | 0.00% | 0.00% | 35.15% |
| Remarks |
|---|
B.5. Indicate whether any item on the agenda of the General Shareholders' Meetings during the year has not been approved by the shareholders for any reason.
| YES ☐ | NO ☒ |
|---|---|
| Items on the agenda not approved | % votes against (*) |
(*) If the non-approval of the item is for a reason other than the votes against, this shall be explained in the text part and "n/a" shall be placed in the "% votes against" column.
B.6. Indicate whether the Bylaws contain any restrictions requiring a minimum number of shares to attend General Shareholders' Meetings, or on distance voting:
YES ☒ NO ☐
| Number of shares required to attend General Shareholders' Meetings |
300 |
|---|---|
| Number of shares required for distance voting | 1 |
An explanatory document regarding the exercise by the shareholders of information,
attendance and representation rights at the General Shareholders' Meeting is available on the Company's corporate website:
https://www.meliahotelsinternational.com/es/shareholdersAndInvestors/ShareholdersDo cs/2019/4.%20MHI_2019%20JGA_Documento%20informaci%C3%B3n%20derechos%20de%20in formaci%C3%B3n%20voto%20a%20distancia_Eng.pdf
B.7. Indicate whether it has been established that certain decisions other than those established by Law exist that entail an acquisition, disposal or contribution to another company of essential assets or other similar corporate transactions that must be subject to the approval of the General Shareholders' Meeting.
Explanation of the decisions that must be subject to the General Shareholders' Meeting, other than those established by Law
According to paragraph (j) of the article 30 of the Bylaws of the Company, the General Shareholders' Meeting has powers to "Approve the acquisition, disposal or contribution to another company of essential assets and transfer to subsidiary companies of essential activities carried out until then by the Company. Activities and assets are essential when the volume of the operation exceeds twenty-five per cent of the total assets in the balance sheet".
B.8 State the address and method for accessing the company's website to find information on corporate governance and other information regarding General Shareholders' Meetings that must be made available to shareholders through the company's website.
Address for accessing the company's website is: www.meliahotelsinternational.com, and the Company's corporate governance documentation is displayed by clicking on 'Shareholders and Investors' section, where the information on General Shareholders' Meetings is also included:
https://www.meliahotelsinternational.com/en/shareholders-investors/corporategovernance
| Maximum number of directors | 15 |
|---|---|
| Minimum number of directors | 5 |
| Total number of directors set by the General Shareholders' Meeting |
11 |
Remarks
| Name or corporate name of director |
Representative | Director category | Position on the Board |
First appointment date |
Last appointment date |
Election procedure | Date of birth |
|---|---|---|---|---|---|---|---|
| Mrs. Carina Szpilka Lázaro |
Independent | Director | 25/02/2016 | 23/06/2016 | Resolution at General Shareholders' Meeting |
13/12/1968 | |
| Mr. Fernando D'Ornellas Silva |
Independent | Coordinating Director |
13/06/2012 | 08/06/2017 | Resolution at General Shareholders' Meeting |
29/10/1957 | |
| Mr. Juan Arena De La Mora |
Independent | Director | 31/03/2009 | 06/06/2018 | Resolution at General Shareholders' Meeting |
23/09/1943 | |
| Hoteles Mallorquines Asociados SL |
Don Alfredo Pastor Bodmer |
Proprietary | Director | 18/06/2019 | 18/06/2019 | Resolution at General Shareholders' Meeting |
30/09/1944 |
| Mr. Gabriel Escarrer Juliá |
Proprietary | Chairman | 18/06/2019 | 18/06/2019 | Resolution at General Shareholders' Meeting |
02/03/1935 | |
| Mrs Cristina Henríquez de Luna Basagoiti |
Independent | Director | 18/06/2019 | 18/06/2019 | Resolution at General Shareholders' Meeting |
15/09/1966 | |
| Mr. Sebastián Escarrer Jaume |
Proprietary | Director | 07/02/1996 | 08/06/2017 | Resolution at General Shareholders' Meeting |
09/05/1966 |
| Mr. Gabriel Escarrer Jaume |
Executive | Vice Chairman - CEO |
07/04/1999 | 08/06/2017 | Resolution at General Shareholders' Meeting |
28/01/1971 | |
|---|---|---|---|---|---|---|---|
| Mr. Francisco Javier Campo García |
Independent | Director | 13/06/2012 | 08/06/2017 | Resolution at General Shareholders' Meeting |
01/05/1955 | |
| Mr. Luis Mª Diaz de Bustamante Terminel |
Independent | Secretary Director |
30/11/2010 | 08/06/2017 | Resolution at General Shareholders' Meeting |
25/08/1952 | |
| Hoteles Mallorquines Consolidados S.L. |
Mrs. María Antonia Escarrer Jaume |
Proprietary | Director | 23/10/2000 | 08/06/2017 | Resolution at General Shareholders' Meeting |
05/01/1963 |
| Total number of directors | 11 |
State if any directors, whether through resignation, dismissal or any other reason, have left the Board during the period subject to this report:
| Name or corporate name of director |
Director category at time of leaving |
Date of last appointment | Date director left |
Specialised committees of which he/she was a member |
Indicate whether the director left before the end of the term |
|---|---|---|---|---|---|
| Mr Juan Vives Cerdá | Propietary | 04/06/2015 | 18/06/2019 | Auditing and Compliance Commitee |
NO |
| Mr Alfredo Pastor Bodmer |
Other External | 04/06/2015 | 18/06/2019 | Auditing and Compliance Commitee |
NO |
Mr Juan Vives Cerdá left the Board as Propietary Director of the company on 18/06/2019 when his last appointment expired and his position on the Board of Directors was not renewed.
Mr Alfredo Pastor Bodmer terminated in the Company as External Director "others" on 18/06/2019 at the expiration of his last appointment, on that date he was appointed as Proprietary Director of the company at Hoteles Mallorquines Asociados SL, whose legal representative is Mr Alfredo Pastor Bodmer.
| Name or corporate name of director | Position held in the company's organisation chart | |||
|---|---|---|---|---|
| Mr. Gabriel Escarrer Jaume | Vice Chairman and Chief Executive Officer | |||
| Profile |
In 1993, Mr. Gabriel Escarrer Jaume graduated in Finance and Business Management from the prestigious Wharton School, University of Pennsylvania (USA). He then worked for 3 years in the International Corporate Finance Department at the Salomon Smith Barney Investment Bank in New York. From there, in 1996, he took part in the successful IPO of Meliá Hotels International, a company founded by his father, Mr. Gabriel Escarrer Juliá, which he joined immediately afterwards, simultaneously working on a tailored postgraduate degree in Business Administration at ESADE, one of the top ten business schools in Europe.
Mr. Gabriel Escarrer Jaume led a strong advance in the Company's expansion and technological transformation, providing Meliá with greater corporate strength in an increasingly complex environment in the international tourism sector. As Chief Executive Officer -position to which he was appointed in 1999-, Gabriel Escarrer addressed another important challenge when he launched an extensive renovation plan of the hotel assets, and since then, he has never stopped striving to ensure that Meliá continues to be at the forefront in the Spanish and international hotel sector and its growing presence and international influence
Escarrer combines a strong vision and financing approach, supported by its solid training and a career in the field that has led him to be appointed Chairman of the Advisory Council of BBVA in the Levante Region, with the vocation and concerns of a true "hotelier", such as customer focus, innovation in services and experiences, and he is a prescriber of the trends and digitalization that are transforming the industry and the general business environment.
As Vice Chairman and Chief Executive Officer of Meliá Hotels International since 2009, Gabriel Escarrer has consolidated his leadership through the Company's financial strengthening and the management of an unprecedented cultural and organisational transformation, including a successful digital transformation of the Group, which today is one of the keys to its competitiveness.
In 2016, after 60 years at the helm of the Company, the founder became Non-Executive Chairman, transferring his executive powers to Gabriel Escarrer Jaume with the unanimous support of the Board of Directors. As the Group's first executive, Escarrer Jaume retains the positions of Vice-Chairman and CEO.
As a leader of a responsible, family company, Gabriel Escarrer has always promoted the corporate responsibility and sustainability policy in the social, economic and environmental aspects, as well as the ethics and corporate values that support the performance of a Company which, as the leader and a reference in the industry, has greater public visibility and responsibility.
Thanks to all this, Meliá has been recognized by the agency of the responsible investments SAM, as the 2019 Most Sustainable Hotel Company in the world, as per the ranking established by the prestigious Dow Jones Sustainability Index, leader in Corporate Reputation in the tourism industry according to the prestigious MERCO ranking (a recognition it has achieved for 7 consecutive years). . Escarrer is currently one of the emerging business leaders in his country, where Forbes magazine ranks him in the top 20 Spanish CEOs.
In January 2019, Gabriel Escarrer was named Chairman of Exceltur, the Alliance for Tourism Excellence and one of the most important lobbies in the country. As proof of its commitment to the renewal of the sector and its adaptation to current demands, Escarrer has promoted some of the largest projects for the conversion and repositioning of mature tourist destinations in Europe, such as Magaluf, in Mallorca, or Torremolinos in Malaga, and the maritime façade of Palma, among others, after assuming in 2017 the management of the new and spectacular "Palacio de Congresos" in Palma.
As the only Group of the top-20 international hoteliers with a holiday background, Melia has consolidated its leadership in the resorts segment and its growing positioning in the urban leisure or "bleisure" segment, and maintains among its priorities an unprecedented boost of internationalization, with a
special focus on the main holiday destinations in the world such as the Mediterranean, the Caribbean, Africa and Southeast Asia, where it is already among the leading hotel chains in countries such as Indonesia and Vietnam.
| Total number of executive directors | 1 |
|---|---|
| % of the Board | 9.09% |
| Name or corporate name of director | Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
|
|---|---|---|
| Mr. Gabriel Escarrer Juliá | Tulipa Inversiones 2018, S.A. | |
| Profile |
In 1956 Mr. Gabriel Escarrer Juliá was only 21 years old when he founded what is now called the Meliá Hotels International group, by acquiring and managing a 60-room hotel on the island of Majorca, where he was born, and where he still maintains the headquarters of what has now become one of the most successful hotel companies in the world. Prior to that and for 6 years, Escarrer worked in tour operations, where he had access to the emerging tourism industry, of which he later became a visionary, pioneer and transforming entrepreneur.
Over his six decades as Chairman, the Group consolidated its leadership in Spain, hub of the vacation travel in Europe, which later was extended to the American Caribbean and Southeast Asia, where today the Group is still growing and is considered as one of the reference companies in the hotel sector. Over these years, Escarrer built strategic alliances that strengthened the Group's positioning in destinations such as Cuba and Indonesia, and in the 1990s, he extended the strategy to urban hotels in Spain, Europe, Asia and Americas, an approach that has led him to be considered one of the drivers of the internationalisation of the Spanish enterprise.
One decisive event in the history of the company took place in the 80s, when the Group founded by Escarrer acquired two of the most important hotel chains at that time in Europe: Hotasa and Meliá, which represented the incorporation of nearly 70 hotels in just one year. Thanks to this acquisition, the Group founded by Escarrer achieved national and international presence, as well as a valuable brand recognition.
In 1996, the Company's IPO marked a new stage of growth which was strengthened by the Group's strategic plans, and the debut of the second generation of family members in management, marking the beginning of a deep cultural transformation in the Group to address the challenges of the new business environment in the 21st century.
After emerging stronger from the financial crisis that shook the sector between 2008 and 2013, and after making sure that the Company was in safe hands, Mr. Gabriel Escarrer Juliá resigned its executive powers in December 2016, which were transferred to his son Mr. Gabriel Escarrer Jaume as Vice Chairman and Chief Executive Officer, with the founder becoming Non-Executive Chairman of the Board of Directors and the General Shareholders' Meeting.
As a result of its extensive experience in the tourism industry, Mr. Gabriel Escarrer Juliá has received numerous awards which demonstrate its important contribution to national and international hospitality. One of the most important for the founder of Meliá Hotels International was the granting of the Doctor Honoris Causa degree by the Universidad de les Illes Balears (UIB) in December 1988. In 1998 he received the "Personalidad Turística del Siglo" (Tourism Personality of the Century) award winning a large majority in a survey of 300 executives and professionals in the travel industry.
A year later, he obtained other 3 prestigious awards: "Mejor Empresario de la Construcción y Promoción Inmobiliaria" (Best Entrepreneur in Construction and Real Estate Promotion) awarded by the Máster en Dirección de Empresas Constructoras e Inmobiliarias (M.D.I.) and the 'Actualidad Económica' magazine; Corporate Hotelier of the World, awarded by the well-known American 'Hotels' magazine, and several Lifetime Achievement Awards from prestigious organisations such as the International Hotel Investment Forum, the World Tourism Organisation, or the European Hospitality Awards.
In May 2001, Escarrer was elected as member of the exclusive Hall of Fame of the British Travel Industry. His nomination was proposed and supported by some of the most important people in the international tourism industry, as well as relevant members of the Hall of Fame such as Martin Brackenbury (Federation of Tour Operators and Airtours), Richard Branson (Virgin), Michael Bishop (British Midland) and David Crossland (Airtours). That same year, the Chairman of Meliá Hotels International became member of the Hall of Honour at the Conrad N. Hilton of Hotel Management at the University of Houston (USA), sharing honours with Lynn & Ed Hogan (Pleasant Holidays), Alice Sheets Marriott (Marriott Corporation) and Marilyn Carlson Nelson (Carlson Companies.)
In 2002, Meliá Hotels International signed an agreement with the Universidad de las Illes Balears (UIB) for the creation of the "Cátedra Meliá de Estudios Turísticos" (Melia Chair in Tourism Studies) which, since then, organises an annual "Premio de Estudios Turísticos Gabriel Escarrer" (Gabriel Escarrer Tourism Studies Award).
Gabriel Escarrer received recognition to his professional career from the CIMET (Ibero-American Conference of Tourism Ministers and Entrepreneurs) and in 2006, coinciding with the 50th anniversary of the Company, he won the "Medalla de les Illes Balears" (Balearic Islands Medal), the highest distinction of
the autonomous community, in recognition of his work, and the "Medalla de la Cámara de Comercio de Mallorca, Ibiza y Formentera " (Medal of the Chamber of Commerce of Majorca, Ibiza and Formentera). In 2011, Escarrer received the Lifetime Achievement Award at the European Hospitality Awards in London, also in recognition of his long career as the founder and promoter of the largest hotel chain in Spain and the third largest in Europe. In 2012 MKG also granted him a lifetime achievement award at the Worldwide Hospitality Awards in Paris, and he won the prestigious Ulysses Award from the OMT for his lifetime achievement. In 2016, Gabriel Escarrer received the Hall of Fame of the Hotel-E Investment Conference, one of the most important international hotel investment forums, and also received the distinction of Honorary Ambassador of Brand Spain.
Recognised as one of the key figures in the history of international tourism, Gabriel Escarrer, as Non-Executive Chairman of Meliá Hotels International and Chairman of the Board of Directors and the General Shareholders' Meeting, is still contributing the expertise and know-how acquired over more than 60 years leading the company, and he is still dreaming about the transforming power of tourism in society, an industry that, in his words, "connects countries, crosses borders, and promotes people's social and economic welfare".
| Name or corporate name of director | Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
||
|---|---|---|---|
| Hoteles Mallorquines Asociados SL legal representative Mr Alfredo Pastor Bodmer |
Hoteles Mallorquines Asociados, S.L. | ||
| Profile | |||
| Bachelors Degree in Economic Sciences Ph D in Economics, Massachusetts Institute of Technology, Doctor in Economic Sciences. Professor of Economic | |||
| Theory since 1976, he has held different positions since 1980 as Professor of Economics, Boston University (1980-1981), Country Economist, World Bank | |||
| (1981-1983), Director in Planning , INI (1983-84), Director General, INI (1984-85), Chairman, ENHER (1985-90), Counselor of the Bank of Spain (1990-93), | |||
| Director of the Family Business Institute (1992-93), Secretary of State for the Economy (1993 - 95), Director Instituto de la Empresa Familiar (IESE): | |||
| Extraordinary Professor (1996-97) and Ordinary Professor (1997 - 2015); Chair of Spain, CEIBS (since 2000), Dean of CEIBS (China Europe International | |||
| Business School), Shanghai, China (2001-2004), Chair of Emerging Economies, Banco Sabadell, 2009. | |||
| He is currently a member of the Board of Directors of Meliá Hoteles International, Copcisa and Bansabadell Inversión, having previously been part of other |
Boards such as of Miquel y Costas e Hidroeléctrica del Cantábrico, among others. Author of multiple publications, he received in 2011 the Conde de Godó Award.
| Name or corporate name of director | Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
|---|---|
| Mr. Sebastián Escarrer Jaume | Hoteles Mallorquines Agrupados, S.L. |
| Profile | |
Sebastián Escarrer is a member of Wharton Board of Overseers since 2013 and he was Chairman of Wharton Board for EMEA (Europe, Africa and Middle East) between 2009 and 2015. Chairman of the Spanish Executive Committee of the International Chamber of Commerce, as well as member of the Commission on Corporate Responsibility and Anti-Corruption and the Executive Board Policy and Commissions Committee. He was Vice-Chairman of Exceltur between 2012 and 2016 - the Spanish Tourist Lobby-, Chairman of APD Illes Balears and also member of the governing national board. Escarrer is a member of the Premium Brands Fund Advisory Board of the Swiss Bank Pictet and a member of the Advisory Board of Caixabank in the Balearic Islands.
As a leader engaged in the fields of tourism, business ethics, education and social responsibility, he is committed to combating the current social and values crisis. Accordingly, he is an active member of various Foundations committed to the improvement of our society, such as the Fundación SERES and the "Fundación Princesa de Girona", being a member of the Board of Trustees, the Auditing Committee, the Executive Committee of the Board of Trustees and responsible for the Working Group on Education of the said foundation.
He is graduate from ICADE and Master from Wharton of the University of Pennsylvania with three Majors: Business Strategy, Finance and Multinational Management. He worked for several multinationals in USA and London, such as Coca-Cola Corporation (Boston), IBM Corporation (New York), First Boston Corporation (New York and London) Hyatt International (London) or The Mac Gemini Group (Madrid).
Sebastián Escarrer is member of the Board of Directors of Meliá Hotels International with 19 years of experience as executive for the multinational, joining the family business in 1993. In 1994 he was appointed Chief Executive Officer, a position he held for 16 years while in 1997, he was appointed as Vice-Chairman of Sol Meliá for 15 years. During those years he led the refinancing of Sol Group, its transformation into Sol Meliá and the successful IPO of the Company in 1996. He also led various key processes for the growth and strengthening of the Company, such as the diversification of the business and the creation and incorporation of new brands.
Sebastián Escarrer has won several awards for his career in the tourism and financial industries, including his designation as one of the 100 leading businessmen of the 21st century by the 9 World Economic Forum in Davos. Also, in 1997 the prestigious American magazine 'Travel Agent' selected him as Personality of the Year in Latin America, and a year later named him Personality of the Year in Europe. In 2002, Sebastián Escarrer won the "Mejor Empresario de Baleares" (Best Entrepreneur of Balearic Islands) award granted by the magazine 'Actualidad Económica'. In 2018 he received the award "Merchant of Peace" of the International Chamber of Commerce.
| Name or corporate name of director | Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
||
|---|---|---|---|
| Hoteles Mallorquines Consolidados, S.L. Mrs. María Antonia Escarrer Jaume, natural person representative |
Hoteles Mallorquines Consolidados S.L. | ||
| Profile | |||
| Mrs. María Antonia Escarrer Jaume studied in prestigious schools such as ESASDE, EADA and Cornell University, where he completed studies related mainly | |||
| to Marketing and Human Resources. She specialised in the development of leadership and managerial competencies, promoting programmes of | |||
| Management Development, Leadership, Marketing and Negotiation. Trained by the IE Business School as an executive coach and as an ontological Senior | |||
| Coach by Newfield Consulting, she is ACC accredited by ICF (International Coaching Federation). | |||
| Maria Antonia Escarrer held various positions at Melia, innovating policies and business processes. From 1991 to 1994 she joined the General Directorate | |||
| of Marketing, period in which she implemented the Communication, Loyalty and Market Research policy, as well as the introduction of Marketing plans | |||
| into the business units. | |||
| From 1996 to April 2000 she was in charge of the General Directorate of Human Resources, she was involved in the introduction of performance and | |||
| competency-based management as well as the definition, implementation and development of the different aspects of the Company's remuneration | |||
| policies. She participated in the design of training and career plans and the implementation and coordination of all aspects related to the organisational | |||
| structure. | |||
| Between 2005 and 2011, she was responsible for the General Directorate of Sustainability, developing the social action department towards a General | |||
| Directorate of Sustainability and making sustainability as a strategic line of action within the Company. Since October 2000, she is member of the Board | |||
| of Directors of Meliá Hotels International and the Appointments and Remuneration Committee. | |||
| She is also an expert in Transpersonal Mindfulness by the Escuela Transpersonal. | |||
| Currently and since 2012, she works as coach at an executive and personal level specialised in accompanying professionals in times of career change as | |||
| well as in the development of managerial skills. | |||
| Total number of proprietary directors | 4 | |
|---|---|---|
| % of the Board | 36.36% | |
| Remarks | ||
Mrs. Carina Szpilka Lázaro
Degree in Economic and Business Sciences from ICADE E-2 and Executive MBA from Instituto de Empresa in Madrid.
She has held positions at Santander Investment, Argentaria (currently, BBVA) and ING Direct between 1991 and 2013, being the CEO of ING Direct in France for the last five years and then in Spain.
She has also developed her activity as volunteer as Vice-Chairman of Unicef Spain and as member of the Board of Trustees of Fundación Create.
She is currently Independent Director of Abanca, Grifols and Meliá Hotels International; founding member and Chairman of K Fund Venture Capital and Chairman of ADigital.
She has received numerous awards, including: "Mujer Directiva del Año" (Female Director of the Year) award, Fedepe (2011), "Premio a la carrera fulgurante" (The Brilliant Career Award), ICADE (2012), "Medalla de oro del forum alta dirección" (Gold Medal of Senior Management Forum) (2012), "Premio Emprendedores al Mejor Directivo del año" (Entrepreneurs Award to the Best Director of the Year) (2013), "Premio #ElTalento Cinco Días al Talento Ejecutivo" (Cinco Días #TheTalent Award for Executive Talent) (2014), "Premio a la Excelencia Profesional" (Award for Professional Excellence), ADigital (2014) and Eisenhower Innovation Fellow, (2014).
Mr. Fernando D'Ornellas Silva
Degree in Law and Economics from ICADE-E and MBA from IESE in Barcelona (International Section), from 1983 to 1985 he worked as Deputy Financial Director at Johnson & Johnson Spain. Also, he has held several positions within the Bergé Group since 1985, Chief Financial Officer at Toyota Spain until 1992, Chief Executive Officer at Chrysler Spain from 1992 to 2004, Chairman of Chrysler Portugal from 1997 to 2012, Chairman of Chrysler Colombia from 2010 to 2012, Chairman of KIA for Argentina, Peru and Portugal from 2004 to 2012, Chairman at Mitsubishi Motor Peru from 2010 to 2012, Vice-Chairman of Mitsubishi Motors Chile from 2001 to 2012, Vice-Chairman of SKBergé Latin America from 2001 to 2012, Chairman of Bergé Automotive from 2004 to 2012 and Chief Executive Officer at Bergé Group from 2007 to 2012.
Since 2004 he has held, among others, the following positions: member of the Board of Directors, Chairman of the Remuneration Committee between 2007 and 2009, and Chairman of the Auditing Committee of ENDESA S.A. in 2009. Member of the Board of Directors and Chairman of the Auditing Committee between 2007 and 2009 and Director in charge of supervising the activities of subsidiaries in Peru, Colombia, Argentina and Brazil for ENDESA CHILE. Member of the Board of Directors (2013-2015) and Chairman of the Auditing Committee (2014-2015) of DINAMIA. Vice-Chairman of the Asociación de Nacional de Importadores de Automóviles, Camiones, Autobuses y Motocicletas from 2004 to 2012. Founding member of the Fundación España-Chile and Fundación España-Perú in 2011 and 2012. Member of the Fundación Consejo España-China y España-Japón, Adviser for Mitsubishi Corporation in the acquisition of shares in Acciona Termosolar, S.A. in 2010 and 2011, and Vice-Chairman of the Real Club de la Puerta de Hierro between 2006 and 2010. He has been a member of the Advisory Board of WILLIS IBERIA between March 2013 and December 2017.
Currently, he is member of the Board of Directors since June 2012, Coordinating Director, Chairman of the Auditing and Compliance Committee and member of the Appointments and Remuneration Committee at Meliá Hotels International S.A. He is member of the Board of Directors of Prosegur since April 2016, , Chairman of the Auditors and Compliance Committee (since April 2017) and Member of the Appointments and Remuneration Committee. Senior Advisor Spain and Latam for Mitsubishi Corporation since March 2013; Senior Advisor Spain and Latam for Lazard Financial Advisers S.A. since June
Mr. Juan Arena De La Mora
Ph.D. in Engineering from ICAI, Mr. Juan Arena graduated in Business Science from ICADE, and also in Psychology, and he holds a diploma in Tax Studies and completed the AMP at Harvard Business School.
Member of the Board of Meliá Hotels International Chairman of the Professional Council of ESADE, member of the International Advisory Board of Everis and Advisory Board of Marsh; Operating Partner of Advent International Corporation, member of the Board of Directors of Deusto Business School.
Member of the Executive Committee of Fundación SERES and Chairman of its Governance Committee.
He has been a member of the Board and Executive Chairman of Bankinter, Board member of Ferrovial, and Almirall Laboratories of UBS España, TPI, Everis, Dinamia and Prisa, Chairman of the Advisory Council of Panda, Consulnor, member of the Board of Trustees of ESADE and of the Advisory Board of Spencer Stuart, Wold Advisory Board and professor of Harvard Business School and IESE.
He was awarded the "Gran Cruz de la Orden del Mérito Civil" (Grand Cross of the Order of Civil Merit) for his contribution to research and development of the Information Society.
Industrial Engineer from the Universidad Politécnica de Madrid, he began his career in 1980 at Arthur Andersen.
In 1985 he joined Día Group, where for 24 years he has held the position of World Chairman of the Dia International Group and he was also a member of the Carrefour Group's Global Executive Committee for 15 years.
Since 2009 until November 2014, he was Chairman of the Zena group, the leading multi-brand restaurant chain company in Spain. The group comprises five brands: Foster's Hollywood, La Vaca Argentina, Cañas y Tapas, Domino's Pizza and Burger King.
He has also been Chairman of the Cortefiel Group (Cortefiel, Springfield, WomenSecret) from 2014 to 2016. He is currently Chairman of AECOC (Association of Fast-Moving Consumer Goods Companies) which represents more than 20% of the Spanish GDP and has more than 29,000 associated companies. He is member of the Board of Directors of Bankia and Chairman of its Advisory Committee on Risks, he is also member of the Board of Directors of Meliá Hotels International, member of the Advisory Board of the Palacios Food Group, member of the Advisory Board of AT Kearney, and member of the Advisory Board of Azkoyen. He is also member of the Board of Trustees of Fundación ITER, honorary member of Fundación Carlos III, vocal member of Fundación Bankia and board member of A.P.D. (Asociación para el Progreso de la Dirección).
Mr. Luis Mª Diaz de Bustamante Terminel
Profile
Born in Torrelavega (Cantabria, Spain) on 25 August 1952. Graduated in Law from the Universidad Complutense de Madrid. Practising lawyer since 1975 and Partner of the law firm Isidro D. Bustamante (since 1942 – 1980/2018).
His professional career is mainly focused on the areas and practice of civil, trade and civil procedural and international law, as well as on consultancy services for entrepreneurs and corporations.
| Total number of independent directors | 6 |
|---|---|
| % of the Board | 54.54% |
Remarks
State whether any independent director receives from the company or any company in the group any amount or benefit other than compensation as a director, or has or has had a business relationship with the company or any company in the group during the past year, whether in his or her own name or as a significant shareholder, director or senior executive of a company that has or has had such a relationship.
If applicable, include a statement by the Board explaining why it believes that the director in question can perform his or her duties as an independent director.
| Name or corporate name of the director | Description of the relationship | Statement of the Board | |
|---|---|---|---|
| Name or corporate name of director | Date of change | Previous category | Current category | |
|---|---|---|---|---|
| Remarks |
|---|
| Mr Alfredo Pastor Bodmer terminated in the Company as External Director "others" on 18/06/2019 at the expiration of his last appointment, on that |
| date he was appointed as Proprietary Director of the company at Hoteles Mallorquines Asociados SL, whose legal representative is Mr Alfredo Pastor |
| Bodmer. |
C.1.4 Complete the following table with information on the number of female directors at the close of the past four years, as well as the category of each.
| Number of female directors | % of directors for each category | |||||||
|---|---|---|---|---|---|---|---|---|
| Year t | Year t-1 | Year t-2 | Year t-3 | Year t | Year t-1 | Year t-2 | Year t-3 | |
| Executive | 0 | 0 | 0 | 0 | 0.00% | 0.00% | 0.00% | 0.00% |
| Proprietary | 1 | 1 | 1 | 1 | 25.00% | 25.00% | 25.00% | 25.00% |
| Independent | 2 | 1 | 1 | 1 | 33.33% | 20% | 20% | 20% |
| Other External | 0 | 0 | 0 | 0 | 0.00% | 0.00% | 0.00% | 0.00% |
| Total | 2 | 2 | 2 | 1 | 27.27% | 18.18% | 18.18% | 10.00% |
| Remarks |
C.1.5. State whether the company has diversity policies in relation to its Board of Directors on such questions as age, gender, disability and training and professional experience. In accordance with the definition set out in the Accounts Audit Act, small and medium-sized entities, will have to report at least the policy they have implemented in relation to gender diversity.
If so, describe these diversity policies, their objectives, the measures and way in which these have been applied and the results over the year. Also, indicate the specific measures taken by the Board of Directors and the appointments and remuneration committee to achieve a balanced and diverse presence of directors.
If the company does not apply a diversity policy, explain the reasons why.
The Company has been implementing its Selection Policy for Directors, which was approved in 2017, according to the provisions of Recommendation 14 of the Good Governance Code and which is based on the following principles:
a. The composition of the Board of Directors at the time of execution of the corresponding proposal and the planning and structuring thereof will be carried out based on the expiration dates of the offices in force and must contain, at least:
i. The analysis of profiles and professional skills of the Directors who are already members of such decision-making body.
ii. The maintenance of a proper balance between the different experience and know-how the Directors contribute to the Company and its Group (knowledge of the sector or supplementary sectors operation, experience in internationalisation, digitalisation, etc.). This balance and the need to incorporate these different experiences and know-how will depend at every moment on the Company's activity.
b. The analysis of potential situations of conflict, prohibition or incompatibility, at the legislative and the company's internal policy levels.
c. The assessment of potential candidates under the criteria of equality and objectivity, avoiding any kind of implicit bias that may involve discrimination.
d. The time available for the potential candidate to properly perform his/her duties which guarantee added value to the Company's bodies.
e. The maintenance of a proper balance between the different categories of directors ensuring the correct representation of the total interests within the Board, especially according to the recommendations concerning Corporate Governance.
f. The trend towards the progressive increase of the number of women on the Board of Directors, always based on an unbiased assessment of skills, profiles, know-how, experiences and professional abilities, aiming insofar as is possible to ensure that by 2020 at least one third of the members of the Board of Directors are women.
For all the re-elections of directors made since the approval of this policy, the above principles have been taken into account in preparing reports and proposals subsequently submitted to the General Shareholders' Meeting, trying to promote diversity of knowledge, expertise and gender among the members of the Board of Directors.
During 2019 it has taken place the reelection of Mr Gabriel Escarrer Juliá as Proprietary Board Member and also the election as an independent board member of Mrs Cristina Henríquez de Luna Basagoiti, as well as the election of the company Hoteles Mallorquines Asociados SL as a Proprietary Board Member represented by Mr Alfredo Pastor Bodmer.
As a result of such election, the percentage of women on the Board has gone from an 18.18% to a 27.27% in the year 2019.
C.1.6 Explain the measures taken, if any, by the appointments committee to ensure that selection procedures do not contain hidden biases which impede the selection of female directors, and that the company deliberately seeks and includes women who meet the target professional profile among potential candidates, and which makes it possible to achieve a balance between men and women.
The Company acknowledges full equality of opportunities, without any discrimination, in all its activities. This criterion is assumed by the Appointments and Remuneration Committee when beginning the selection process for a new Director, ensuring that there is no implicit bias that might hinder the selection of female Directors.
During the selection procedures for Directors, the Appointments and Remuneration Committee objectively assesses the skills and experience of candidates, among other parameters, evaluating the profile of candidates and ensuring equal opportunities between women and men so that there is no discrimination based on gender.
In the selection of Board members, the profile of the candidate is assessed, including among potential candidates those women who meet the professional profile sought in order to increase the stock of knowledge and experience they can contribute in the performance of their functions as Directors. The selection procedures are focused on the search for specific skills, evaluating candidates based on these skills and their know-how, attitude and skills required, while guaranteeing equal treatment and opportunities and ensuring transparency throughout all processes. Likewise, in the selection of executives, internationally-renowned firms are entrusted with the search for potential candidates who fit the profile.
Specifically, the Selection Policy for Directors establishes the guiding principle to be observed during the processes: "The assessment of potential candidates based on criteria of equality and objectivity, avoiding any implicit bias that may involve any type of discrimination."
During the year 2019, it has taken place the selection process, according to the guidelines established by the Board of Directors Regulation as well as in the Policy for the selection process of Board Members, to cover for the vacancy of an external independent Board member.
The selection process of the different candidates was assisted by an independent external expert of recognized prestige in the matter, who was previously instructed, by the Appointments and Remuneration Committee, in the competences that wanted to be reinforced on the diversity of the Board of Directors itself and was veiled, at all times, so that the process it did not suffer from implicit biases that hindered the selection of women Directors.
This process led to the prescriptives: proposal of the Appointments and Remuneration Committee, report of the Board of Directors and proposed proposal contained in the agenda of the General Meeting of Ordinary Shareholders of June 18, 2019. Following the favorable adoption of the said proposal, by the Board, was determined, as an Independent External Director, of Meliá Hotels International, of Ms Cristina de Luna Henríquez Basagoiti.
In the event that there are few or no female directors in spite of any measures adopted, explain the reasons that justify such a situation:
C.1.7 Explain the conclusions of the appointments committee regarding verification of compliance with the selection policy for directors. Particularly explain how said policy is promoting the goal that the number of female directors represents at least 30% of all members of the Board of Directors by 2020.
During 2019, and in relation to the proposal on re-election of Directors subject to the approval of the General Shareholders' Meeting, an assessment of compliance with the Selection Policy for Directors was carried out by the Appointments and Remuneration Committee when preparing the legally enforceable Reports and Proposals, which were made available to the shareholders on the Company's website. In summary, they established that "... the Board of Directors must include among its members Directors who have extensive experience in various sectors and knowledge of the Company's operations, who respect the corporate values and have ability to adapt in a constantly-changing industry growing both geographically and technologically".
Regarding the goal on the number of female directors by 2020, the Company's Selection Policy for Directors approved on 27 February 2017, includes, among others, the following principles:
"f. The trend towards the progressive increase of the number of women on the Board of Directors, always based on an unbiased assessment of skills, profiles, know-how, experiences and professional abilities, aiming insofar as is possible to ensure that by 2020 at least one third of the members of the Board of Directors are women."
Therefore, this will be one of the issues that must be assessed by the Appointments and Remuneration Committee in any appointment, ratification or re-election processes are carried out.
With the new elections, during this year a percentage of 27.27% of female directors has been reached. Despite being below the recommendation of the CNMV in this regard (30%), Melia Hotels International is above the IBEX 35 average.
C.1.8 Explain, when applicable, the reasons for the appointment of any proprietary directors at the request of shareholders with less than a 3% equity interest:
| Name or corporate name of shareholder | Reason |
|---|---|
State whether the Board has failed to meet any formal requests for presence on the board received from shareholders whose equity interest is equal to or higher than that of others at whose request proprietary directors have been appointed. Where applicable, explain why these requests have been ignored:
| Name or corporate name of shareholder | Reason |
|---|---|
C.1.9 State the powers delegated by the Board of Directors, as the case may be, to directors or Board committees:
| Name or corporate name of director or committee | ||
|---|---|---|
| Mr. Gabriel Escarrer Jaume | ||
| Brief description | ||
| The Board of Directors has vested all delegable powers under the Law according to Article 34 of the Company's Bylaws:. |
||
| To this effect and within this scope, the Board of Directors is responsible for acts or business activities including, but not limited to, the following: |
||
| (a) To represent the Company before all types of individuals, organisations, authorities, public administration, Spanish General Savings Deposit and other entities, both private and official, both judicial and extrajudicial, absolving positions, compromising and desisting from all types of actions and procedures, and even ratifying said acts before the courts. |
||
| (b) To pay debts and receive payments due of all types, including those with origin in national, regional, provincial or municipal authorities. |
||
| (c) To prepare and execute all types of contracts, deeds and documents, public or private, of any type, in relation to capital assets, livestock, merchandise, insurance policies, transport and real estate, including the purchase, subscription, sale or exchange of all types of capital assets, both public and private, both Spanish and international. |
||
| (d) To request, obtain, acquire, grant and exploit patents, brands, privileges, licences and administrative concessions, as well as performing any transactions regarding industrial property. |
(e) To convene the General Shareholders' Meeting and execute and ensure compliance with resolutions adopted by the meeting.
(f) To intervene in tenders and auctions, both judicial and extrajudicial.
(g) To establish, monitor, liquidate, settle, and cancel current accounts, savings accounts and credit accounts with the Bank of Spain, and with any other banking organisation, savings bank, companies or other entities both in Spain and abroad.
(h) To draw, endorse, accept, take, discount, negotiate and protest bills of exchange, financial and credit bills, cheques, promissory notes and money orders.
(i) To request and obtain from banking, credit and financial organisations all types of credits, including mortgages, subscribing the appropriate policies and documents and employing and repaying the funds obtained.
(j) To grant guarantees and deposits by any means for the obligations of third parties.
(k) To provisionally approve inventories, balances and the Annual Report due for presentation to the General Shareholders' Meeting and in the public offices required by tax laws, as well as the distribution of profits.
(l) To appoint and remove executives, employees and dependents of the Company, and establish categories, salaries and other remuneration that they must receive within applicable market or labour regulations.
(m) To make and liquidate deposits of all kinds, including with banking or credit organisations, even the Bank of Spain and the Spanish General Savings Deposit.
(n) To confer and revoke powers for court lawyers and attorneys and of any third parties so that they may represent the Company in all types of cases and, in particular, so that they may intervene in civil, criminal, administrative, economic administrative, litigiousadministrative, governmental and labour jurisdictions.
(o) To appoint one or more proxies, that may also be called Director, Manager or similar, if so authorised, to exercise the powers defined in each case, individually or jointly, and which may be delegated.
(p) To decide the establishment of subsidiaries, agencies, deposits, delegations, and representations.
(q) To accept, when appropriate, the resignation of the members that form part of the Board.
(r) To set up, modify and wind-up all types of civil law and commercial companies, to intervene and vote in their General Shareholders' Meetings and accept or designate positions in the management and administrative bodies.
The Board of Directors has delegated the aforementioned powers in favour of Mr. Gabriel Escarrer Jaume by means of the Board decision dated June 8, 2017, and granted before the Notary Public on June 23, 2017 with number 2008 of protocol, duly registered in the Mercantile Registry of Mallorca.
| Name or corporate name of director |
Corporate name of the group company |
Position | Does the Direc tor have exec utive funct ions? |
|---|---|---|---|
| Gabriel Escarrer Jaume |
SOL MELIA VACATION NETWORK ESPAÑA S.L. |
Chairman of the Board of Directors Joint Chief Executive Officer |
Yes |
| Gabriel Escarrer Jaume |
SOL MELIA VACATION CLUB ESPAÑA S.L. |
Chairman of the Board of Directors Joint Chief Executive Officer |
Yes |
| Gabriel Escarrer Jaume |
SECURI SOL S.A. | Chairman of the Board of Directors General representative |
Yes |
| Gabriel Escarrer Jaume |
IDISO HOTEL DISTRIBUTION S.A. |
General representative | Yes |
| Gabriel Escarrer Jaume |
SOL MELIA FRANCE S.A.S. | Chairman | Yes |
| Gabriel Escarrer Jaume |
MADELEINE PALACE S.A.S. | Chairman | Yes |
| Gabriel Escarrer Jaume |
HOTEL ROYAL ALMA S.A.S. | Chairman | Yes |
| Gabriel Escarrer Jaume |
HOTEL METROPOLITAN S.A.S. | Chairman | Yes |
| Gabriel Escarrer Jaume |
HOTEL FRANÇOIS S.A.S. | Chairman | Yes |
| Gabriel Escarrer Jaume |
HOTEL COLBERT S.A.S. | Chairman | Yes |
|---|---|---|---|
| Gabriel Escarrer Jaume |
HOTEL ALEXANDER S.A. | Chairman | Yes |
| Gabriel Escarrer Jaume |
CADSTAR FRANCE S.A.S. | Chairman | Yes |
| Gabriel Escarrer Jaume |
SOL MELIA LUXEMBOURG, S.À R.L. |
Director | No |
| Gabriel Escarrer Jaume |
MELIÁ HOTELS INTERNATIONAL UK. |
Manager | Yes |
| Gabriel Escarrer Jaume |
LONDON XXI. | Manager | Yes |
| Gabriel Escarrer Jaume |
LOMONDO LTD. | Manager | Yes |
| Gabriel Escarrer Jaume |
HOGARES BATLE S.A. | Chairman | Yes |
| Gabriel Escarrer Jaume |
DESARROLLOS SOL S.A. | Chairman | No |
| Gabriel Escarrer Jaume |
INVERSIONES AREITO,S.A. | Joint Administrator | Yes |
| Gabriel Escarrer Jaume |
HOTELES SOL MELIÁ S.L | Director | No |
| Gabriel Escarrer Jaume |
SOL MELIÁ GREECE. | Director | Yes |
| Gabriel Escarrer Jaume |
SOL MELIA ITALIA, S.R.L. | Sole Administrator | Yes |
| Gabriel Escarrer Jaume |
INMOTEL INVERSIONES ITALIA S.R.L. |
Sole Administrator | Yes |
| Gabriel Escarrer Jaume |
ADPROTEL STRAND, S.L. | Director (Chairman of the Board of Directors) |
No |
|---|---|---|---|
| Gabriel Escarrer Jaume |
ALTAVISTA HOTELERA S.L | Director (Chairman of the Board of Directors) |
No |
| Gabriel Escarrer Jaume |
AYOSA HOTELES S.L. | Director CO-Chief Executive Officer |
No |
| Gabriel Escarrer Jaume |
EVERTMEL,S.L. | Director CO-Chief Executive Officer |
No |
| Gabriel Escarrer Jaume |
GESTIÓN HOTELERA TURÍSTICA MESOL, S.A. |
Sole Administrator | Yes |
| Gabriel Escarrer Jaume |
KIMEL MCA, S.L. | Director CO-Chief Executive Officer |
No |
| Gabriel Escarrer Jaume |
MONGAMENDA, S.L. | Director CO-Chief Executive Officer |
No |
| Gabriel Escarrer Jaume |
PRODIGIOS INTERACTIVOS, S.A. |
Director (Chairman of the Board of Directors) Chief Executive Officer |
Yes |
| Gabriel Escarrer Jaume |
TENERIFE SOL S.A. | Director (Chairman of the Board of Directors) Chief Executive Officer |
Yes |
| Gabriel Escarrer Jaume |
DESARROLLOS HOTELEROS SAN JUAN, B.V. |
Director | No |
| Gabriel Escarrer Jaume |
IMPULSE HOTEL DEVELOPMENT B.V. |
Director (Chairman of the Board of Directors) |
No |
| Gabriel Escarrer Jaume |
MARKSERV B.V. | Director | No |
| Gabriel Escarrer Jaume |
MELIA INVERSIONES AMERICANAS N.V, |
Director CO- Chief Executive Officer |
No |
| Gabriel Escarrer Jaume |
SAN JUAN INVESTMENTS, B.V. | Director | No |
| Gabriel Escarrer Jaume |
SOL GROUP, B.V. | Director | No |
|---|---|---|---|
| Gabriel Escarrer Jaume |
SOL MANINVEST,B.V. | Director | No |
| Gabriel Escarrer Jaume |
SOL MELIA EUROPE, B.V. | Director CO- Chief Executive Officer |
No |
| Gabriel Escarrer Jaume |
SOL MELIA INVESTMENT, N.V. | Director | No |
| Gabriel Escarrer Jaume |
FARANDOLE B.V. | Co-director | No |
| Gabriel Escarrer Jaume |
COLÓN VERONA S.A. | Chairman of the Board of Directors |
No |
| Gabriel Escarrer Jaume |
APARTOTEL S.A. | Chairman of the Board of Directors/Chief Executive Officer |
Yes |
| Gabriel Escarrer Jaume |
INVERSIONES Y EXPLOTACIONES TURISTICAS, S.A. |
Chairman of the Board of Directors/Chief Executive Officer |
Yes |
| Gabriel Escarrer Jaume |
REALIZACIONES TURISTICAS, S.A. |
Chairman of the Board of Directors/Chief Executive Officer |
Yes |
| Gabriel Escarrer Jaume |
SOL MELIA BALKANS EAD | Manager, Member of the Board of Directors |
No |
| Gabriel Escarrer Jaume |
CASINO TAMARINDOS, S.A. | Chairman of the Board of Directors |
No |
| Gabriel Escarrer Jaume |
INVERSIONES HOTELERAS LA JAQUITA, S.A. |
Chairman of the Board of Directors |
No |
| Gabriel Escarrer Jaume |
DORPAN, S.L.U. | Chairman of the Board of Directors + General attorney |
Yes |
| Gabriel Escarrer Jaume |
HOTELPOINT, S.L. | Chairman of the Board of Directors |
No |
| Gabriel Escarrer Jaume |
SOL MELIA HOTEL MANAGEMENT (SHANGHAI) Co. Ltd. |
Manager | No |
|---|---|---|---|
| Gabriel Escarrer Jaume |
PT SOL MELIA INDONESIA | Chairman manager | No |
| Gabriel Escarrer Jaume |
OPERADORA COSTARISOL | Secretary | No |
| Gabriel Escarrer Jaume |
MELIÁ HOTELS USA, LLC | Manager | No |
| Gabriel Escarrer Jaume |
BISOL VALLARTA S.A. DE C.V. | Chairman | No |
| Gabriel Escarrer Jaume |
CALA FORMENTOR S.A. DE C.V. | Chairman | No |
| Gabriel Escarrer Jaume |
CARIBOTELS DE MEXICO, S.A. DE C.V. |
Chairman | No |
| Gabriel Escarrer Jaume |
CORP. HOT. HISP. MEXICANA S.A. de C.V. |
Chairman | No |
| Gabriel Escarrer Jaume |
OPERADORA MESOL, S.A. DE C.V. |
Chairman | No |
| Gabriel Escarrer Jaume |
DETUR PANAMA S.A. | Manager | No |
| Gabriel Escarrer Jaume |
SOL MELIA PERU, S.A.C | Chairman | No |
| Gabriel Escarrer Jaume |
EL RECREO PLAZA & CIA,C.A. | Manager | No |
| Gabriel Escarrer Jaume |
INMOBILIARIA DISTRITO COMERCIAL |
Chairman | No |
| Gabriel Escarrer Jaume |
INVERSIONES INMOBILIARIAS I.A.R.1997 C.A. |
Chairman | No |
Remarks
C.1.11 List, where appropriate, any legal-person directors or representatives of legalperson directors of your company, who are members or representatives of legalperson members of the Board of Directors of other companies listed on official securities markets other than group companies, who have communicated that status to the company:
| Name or corporate name of director |
Name of listed company | Position |
|---|---|---|
| Mrs. Carina Szpilka Lázaro | Grifols S.A. | Director |
| Mr. Fernando D'Ornellas Silva |
Prosegur S.A. | Director |
| Mr. Francisco Javier Campo García |
Bankia S.A. | Director |
| Cristina Henríquez de Luna Basagoiti |
Applus Services, S.A. | Director |
Mr. Juan Arena de la Mora was also director of Almirall S.A. until 25 February 2019.
C.1.12 Indicate and, where applicable, explain whether the company has established rules on the maximum number of boards on which its directors may hold seats, identifying, where appropriate, where this is regulated:
The Company's Selection Policy for Directors establishes that the procedures for the selection of the members of the Board of Directors, as well as the proposals for appointment, ratification or re-election must be based on a prior and individualised analysis which shall meet, among others, the following guiding principle: "The time available for the potential candidate to properly perform his/her duties which guarantee added value to the Company's bodies."
C.1.13 State the overall remuneration of the Board of Directors:
| Board remuneration in financial year (thousand euros) | 3,398.00 |
|---|---|
| Amount of vested pension interests for current directors (thousand euros) |
- |
| Amount of vested pension interests for former members (thousand euros) |
- |
Remarks
| Name or corporate name | Position(s) |
|---|---|
| Mr. Gabriel Cánaves Picornell, | Chief Human Resources Officer |
| Mr. Mark Maurice Hoddinott | Chief Real Estate Officer |
| Mrs. Pilar Dols Company | Chief Financial Officer |
| Mr. Juan Ignacio Pardo Garcia | Chief Legal & Compliance Officer |
| Mr. Andre Philippe Gerondeau | Chief Operating Officer |
| Mr. Jose Luis Alcina Jaume | Internal Audit VP |
Remarks
C.1.15 State whether the regulations of the Board have been amended during the financial year:
YES ☐ NO ☒
The Board of Directors of the company, in accordance with article 528 of the Law on Capital Companies and articles 3 and 4 of the Regulations of the Board of Directors, has proceeded, during the year 2019, to the modification of articles 14 and 15 of the Regulations of the Board of Directors, corresponding to the "Auditing and Compliance Committee" and the
"Appointments and Remuneration Committee", based on Recommendations number 50 and 53 of the Unified Code of Good Government for Listed Companies.
This modification was approved by the Board of Directors meeting on April 4, 2019; having been registered in the Mercantile Registry of Mallorca on April 26, 2019 in sheet PM-22603, Volume 2657, Folio 21, inscription 147. For this purpose, the Board of Directors prepared the corresponding informative document, on the modifications adopted in the Regulations of the Board of Director, which was presented to the General Meeting of Shareholders held on June 18 2019, within its Sixth Agenda Item.
The wording of articles 14 and 15 of the Regulations of the Board of Directors, corresponding to the "Auditing and Compliance Committee" and the "Appointments and Remuneration Committee" is as follows:
https://www.meliahotelsinternational.com/en/shareholdersAndInvestors/Documents/Reg lamento_Consejo/MHI_Reglamento%20del%20Consejo_ENG%20(2019).pdf
According to Article 15 of the Regulations of the Board of Directors, the Appointments and Remuneration Committee must define and review the criteria to be followed for the composition of the Board of Directors and the selection of candidates, proposing to the Board as appropriate the appointment of independent directors as well as reporting proposals for other directors so that the Board may proceed with the appointment (in case of co-optation) or submit the decision to the General Shareholders' Meeting.
Directors are appointed for a period of four years and may be re-elected once or several times for periods of equal duration.
With regard to the removal of directors, the procedures provided for in current legislation as well as in the Company's Bylaws, are followed.
The criteria applied by the Company in each procedure are described in the Selection Policy for Directors, approved by the Board of Directors on 27 February 2017, and which is available on the company's website. Among others, these criteria include:
An analysis of profiles and professional skills of Directors who are already members of such decision-making body.
The maintenance of a proper balance between the different experience and know-how the Directors contribute to the Company and its Group.
An analysis of potential situations of conflict, prohibition or incompatibility.
The assessment of potential candidates under the criteria of equality and objectivity, avoiding any kind of implicit bias that may involve discrimination.
The time that potential candidates may be available.
The maintenance of a proper balance between the different categories of directors.
The trend towards the progressive increase of the number of women on the Board of Directors, always based on an unbiased assessment of skills, profiles, know-how, experiences and professional abilities.
Throughout the year 2018, the Board of Directors has monitored the actions and organisational changes at the highest level, which were announced and implemented in 2017. Such actions and changes have not given rise to significant changes in the internal organisation or to the usual procedures.
Likewise, the Board of Directors, through the Auditing and Compliance Committee, has driven several initiatives which involve a continuous adaptation of the information reported to the Board of Directors.
The aim of these initiatives is to ensure the dynamic evolution of financial and non-financial reporting, including supervision and monitoring of the strategic objectives of the Company and its main risks.
Describe the assessment process and the areas assessed by the Board of Directors with the help, if any, of external advisors, regarding the operation and composition of the Board and its committees and any other area or aspect that has been assessed.
The Directors have carried out the assessment for 2019, by completing the relevant assessment questionnaires.
The main areas that have been assessed are:
a) Regarding the Board:
b) Regarding the Chief Executive:
The questions include an extra field for Directors to add comments and/or suggestions as well as other issues to those raised that may improve the operation of the Board.
The results of these assessments are analysed by the Appointments and Remuneration Committee and, subsequently, they are presented by its Chairman to the Board of Directors in order to hold discussions and propose improvements, as appropriate.
The assessment carried out during 2019 has been carried out without the help of an external consultant, as it is foreseen that this system will be used every three years, as established in the recommendations of the Unified Code of Good Government.
N/A
Directors' duties are regulated in Chapter VIII of the Regulations of the Board, including the obligation to act with the proper care of a dedicated professional and loyal representative, and in accordance with any other standard of diligence as required by law. In particular, Article 29
of the Regulations of the Board establishes that directors must observe all regulations on behavior established in the applicable Stock market legislation and, particularly, those contained in the Internal Code of Conduct.
Failure to comply with any of these duties or obligations shall therefore be considered grounds for dismissal or resignation, as the case may be, of a Director.

Description of differences
Description of requirements
According to Article 33.2 of the Bylaws, in order for a Director to be appointed as Chairman or Vice-Chairman of the Board of Directors, at least one of the following conditions must be met:
a) to have formed part of the Board of Directors for at least the THREE (3) years preceding the date of said appointment; or
b) to have previously held the position of Chairman of the Board of Directors, regardless of the duration of the term of office as Director.
If a Director is appointed as Chairman or Vice-Chairman by a unanimous decision of SEVENTY-FIVE PERCENT (75%) of the members of the Board of Directors, the abovementioned conditions will not be applied.
Likewise, re-election as a Director of any members of the Board who hold the positions of Chairman and Vice-Chairman and, where appropriate, Coordinating Director, provided the legal requirements are met, will imply the automatic continuity in those positions.
C.1.22 State whether the Bylaws or the Regulations of the Board establish any limit as to the age of directors:
| YES ☐ | NO ☒ | |
|---|---|---|
| Remarks | ||
C.1.23 State whether the Bylaws or the Regulations of the Board establish any term limits for independent directors other than those required by law:
YES ☐ NO ☒
Additional requirements and/or maximum number of term limits
C.1.24 Indicate whether the Bylaws or the Regulations of the Board establish specific proxy rules for votes at Board meetings, how they are to be delegated and, in particular, the maximum number of proxies that a director may hold, as well as whether any restriction has been established regarding the categories of directors to whom proxies may be granted beyond the restrictions imposed by law. If so, briefly describe such rules.
Remarks
Pursuant to Article 18.3 of the Regulations of the Board, representation by proxy shall be made in writing through a letter addressed to the Chairman for each particular meeting, including the relevant instructions, and must be in favour of another member of the Board. External Independent Directors may only be represented by another External Independent Director. There is no maximum number of proxies provided per director.
C.1.25 Indicate the number of meetings held by the Board of Directors during the year, and if applicable, the number of times the Board met without the chairman present. Proxies granted with specific instructions shall be counted as attendance
| Number of Board meetings | 7 |
|---|---|
| -------------------------- | --- |
| Remarks | |
|---|---|
During the year 2019, a total of 7 meetings of the Board of Directors have been held, six (6) of them face-to-face and one (1) in writing and without a session.
| Number of meetings | ||
|---|---|---|
| 0 |
The Coordinating Director (Mr Fernando d'Ornellas) is also Chairman of the Auditing and Compliance Committee, and a member of the Appointments and Remuneration Committee.
The sole Executive Director of the company (Mr Gabriel Escarrer Jaume) is not part of these commissions, although he occasionally attends as a guest to the Auditing and Compliance Committee.
Therefore, the Coordinating Director meets with some external directors without the assistance of the Executive Director, although such meetings take place within the framework of the Commissions sessions.
| Committee | No. of meetings |
|---|---|
| Number of meetings held by the Auditing and Compliance Committee |
10 |
| Number of meetings held by the Appointments and Remuneration Committee |
8 |
C.1.26 Indicate the number of meetings held by the Board of Directors during the year and the data on attendance by its members.
| Number of meetings with on-site attendance of at least 80% of directors |
6 |
|---|---|
| % of on-site attendance over total votes during the year | 87.87% |
| Number of meetings with on-site attendance or representations by proxy made with specific instructions of all directors |
7 |
| % of votes cast with on-site attendance and representations by proxy made with specific instructions of all directors |
100% |
| Remarks |
|---|
| During the year 2019, a total of 7 meetings of the Board of Directors have been held, six |
| (6) of them face-to-face and one (1) in writing and without a session. |
C.1.27 State whether the individual and consolidated financial statements submitted to the Board for approval are previously certified:
Identify, where applicable, the person(s) who certified the individual and consolidated financial statements of the company for preparation by the Board:
| Name | Position |
|---|---|
| Mrs. Pilar Dols Company | Chief Financial Officer |
| Mr. Gabriel Escarrer Jaume | Vice Chairman and CEO |
The Auditing and Compliance Committee's duties include liaising with the external auditors to receive information related to the account auditing process and to have available all the communications laid down in auditing laws and technical auditing standards, conducting direct monitoring with the external auditors. In doing so, the Committee holds several meetings with the auditors throughout the year in order to monitor the performance of their work and to detect and resolve any incidents that may affect the annual accounts.
| Name or corporate name of the secretary | Representative |
|---|---|
Without prejudice to what is indicated in this question, the Company also has a Deputy Secretary who is not a member of the Board of Directors.
C.1.30 State, if any, the specific measures established by the company to ensure the independence of its external auditors, as well as, where appropriate, the measures established to ensure the independence of financial analysts, investment banks, and rating agencies, including how legal provisions have been implemented in practice.
The Auditing and Compliance Committee's duties include liaising with the external auditors in order to receive information regarding such issues as may jeopardise the independence of the latter.
In fact, there is a direct relationship between the members of the Committee and the external auditors, with the latter attending the meetings held by this Committee in person. As a general rule, in each meeting of the Auditing and Compliance Committee, the Directors meet with the external auditor without the presence of the managers of the Company.
Likewise, the Auditing and Compliance Committee annually prepares a report that deals with the independence of the external audit.
Regarding the measures established to ensure the independence of financial analysts, it is worth noting that the company provides information requested by any analysts with no discrimination and offering the maximum transparency, the same thing happens in carrying out road shows.
Likewise, at all times during the information exchange process, the Company avoids influencing the opinions or points of view of the analysts.
According to Article 34.4 of the Regulations of the Board of Directors, under no circumstances will any information be provided to financial analysts that could put them in a privileged or advantageous position compared to the rest of the shareholders.
| YES ☐ | NO ☒ | |
|---|---|---|
| Outgoing Auditor | Incoming Auditor |
|---|---|
| PricewaterhouseCoopers, S.L. | Deloitte, S.L., S.L., |
| Remarks |
|---|
| In the General Shareholders' Meeting held on 6 June 2018, in line with the proposal the |
| Auditing and Compliance Committee made to the Board of Directors, it was agreed to |
| appoint the firm Deloitte, S.L. as the external auditor for the verification of the annual |
| accounts and the management report of the Company and its consolidated Group for years |
| 2019, 2020 and 2021. |
If there has been any disagreement with the outgoing auditor, provide an explanation thereof:
YES ☐ NO ☒
Explanation of disagreements
C.1.32 State whether the audit firm provides any non-audit services to the company and/or its group and, if so, the fees paid, and the corresponding percentage of total fees invoiced to the company and/or its group:
YES ☒ NO ☐
| Company | Group companies | Total | |
|---|---|---|---|
| Amount invoiced for non-audit services (thousand euros) |
150.28 | 48.50 | 198.78 |
Chairman
| Amount invoiced for non-audit services/total amount invoiced by the audit firm (in %) |
39.55% | 7.03% | 18.58% |
|---|---|---|---|
| ------------------------------------------------------------------------------------------------ | -------- | ------- | -------- |
Highlight that the Company has in place an approval process for services other than auditing provided by the statutory auditor. This process includes a list of prohibited services, as well as a procedure for the approval of services classified as permitted. Likewise, the list of services other than auditing, with the breakdown of fees, is presented annually to the Auditing and Compliance Committee.
The said process was revised and updated by the Auditing and Compliance Committee during the year 2019.
C.1.33 State whether the auditor's report on the annual accounts for the preceding year contains a qualified opinion or reservations. If so, indicate the reasons given to shareholders by the chairman of the Audit Committee to explain the content and scope of such qualified opinion or reservations.
YES ☐ NO ☒
Explanation of reasons
C.1.34 State the number of consecutive years the current audit firm has been auditing the individual and/or consolidated annual accounts of the company. Likewise, state the number of years audited by the current audit firm as a percentage of the total number of years that the annual accounts have been audited:
| Individuals | Consolidated | |
|---|---|---|
| Number of consecutive years | 1 | 1 |
| Individuals Consolidated |
|---|
| ----------------------------- |
Chairman
| Number of years audited by current audit firm/Number of years the company or its group have been audited (%) |
0.043% | 0.043% | |||
|---|---|---|---|---|---|
| Remarks |
C.1.35 Indicate and, if applicable, give details of any procedure whereby directors have the information necessary to prepare the meetings of the governing bodies with sufficient time:
| YES ☒ NO ☐ |
|---|
| --------------- |
Explanation of procedure Although according to Article 17 of the Regulations of the Board, meetings shall be called a minimum of three days before the day on which the meeting is to be held and the call to meeting shall include the session's agenda along with the relevant information properly summarised and prepared, unless there are exceptional circumstances, the information shall be made available to Directors (8) eight days before the meeting is held. Furthermore, Article 22 of the Regulations of the Board establishes that Directors have the broadest powers to receive information on any aspect of the Company, to examine its books, records and documents and other evidence of the company's transactions and to inspect all its facilities. Exercise of the powers of information shall be channeled through the Chairman or the
Secretary of the Board of Directors, who will attend to the requests of the director by providing him/her with the information directly, offering appropriate interlocutors at the appropriate level in the organisation or establishing such measures so as to enable him/her
C.1.36 State whether the company has established rules whereby directors must provide information and, if applicable, resign, in circumstances that may damage the company's standing and reputation. If so, provide details:
YES ☒ NO ☐
to conduct the desired examinations in situ.
Explain the rules
Article 31.2 of the Regulations of the Board expressly establishes that Directors should inform the Board, and where applicable, resign under any circumstances that may jeopardise the company's standing and reputation and shall in any event report any criminal charges brought against them, and the status of any subsequent court or legal proceedings, and the Board of Directors shall examine the case as soon as possible and decide, in consideration of the specific circumstance, whether or not the Director in question should remain in office.
Likewise, in section 3.1.37 of this report it has been reported that no member of the Board of Directors has informed the company that it has been prosecuted or has been ordered to open a trial for any of the crimes indicated in Article 213 of the Capital Companies Law.
C.1.37 State whether any member of the Board of Directors has notified the company that he or she has been tried or notified that legal proceedings have been filed against him or her, for any offences described in Article 213 of the Corporate Enterprises Act:
YES ☐ NO ☒
| Name of director | Criminal proceedings | Remarks |
|---|---|---|
Indicate whether the Board of Directors has examined the case. If so, provide a justified explanation of the decision taken as to whether the director in question should continue to hold office or, if applicable, describe any actions taken or to be taken by the Board up to the date of this report, or which it intends to take.
| YES ☐ | NO ☒ |
|---|---|
| Decision/action taken | Justified explanation |
C.1.38 List the significant agreements entered into by the company that come into force, are amended or are terminated in the event of a change of control of the company following a takeover bid, and their effects.
N/A
C.1.39 Identify individually for directors, and generally in other cases, and provide detail of any agreements made between the company and its directors, executives or employees containing compensation or golden parachute clauses in the event of resignation or dismissal or termination of employment without cause following a takeover bid or any other type of transaction.
Beneficiary: Chief Executive Officer
In 2015, the Chief Executive Officer signed a contract with the Company for the provision of services pursuant to Article 249 of the Corporate Enterprises Act, which, in relation to compensation, provides:
If the Chief Executive Officer breaches the post-contract non-compete obligation, he must return to the Company any amounts received in this connection and compensate the Company with an amount equivalent to 150% of the amount received in this connection.
Also, following the recommendations of the United Code of Good Governance of the CNMV, during the year 2019 the aforementioned service provision contract was modified, in order to include a clawback clause.
State if these contracts have been communicated to and/or approved by the management bodies of the company or its group. If so, specify the procedures, expected events and nature of the bodies responsible for their approval or for communicating this:
| Board of Directors | General Shareholders' Meeting |
|
|---|---|---|
| Body authorising the clauses | Yes | No |
| YES | NO | |
|---|---|---|
| Are these clauses notified to the General Shareholders' Meeting? |
Yes |
| Remarks |
|---|
C.2.1. Give details of all committees of the Board of Directors, their members and the proportion of executive, proprietary, independent and other external directors that comprise them:
| Name | Position | Category |
|---|---|---|
| Mr. Juan Arena de la Mora | Member | External Independent Director |
| Mr. Francisco Javier Campo García |
Member | External Independent Director |
| Mrs. Carina Szpilka Lázaro | Member | External Independent Director |
| Mr. Fernando D'Ornellas Silva | Chairman | External Independent Director |
| % of proprietary directors | 0% |
|---|---|
| % of independent directors | 100% |
| % of other external | 0% |
Remarks
The Board of Directors in its session held on June 18, 2019, unanimously adopted the appointment of Mr Francisco Javier Campo García as a member of the Auditing and Compliance Committee.
During fiscal year 2019, Mr Juan Vives Cerdá and Mr Alfredo Pastor Bodmer, ceased as members of the Auditing and Compliance Committee for the expiration of their mandate as directors.
Explain the functions, including, where appropriate, functions other than those provided for by law, exercised by this committee, and describe the rules and procedures it follows for its organisation and function. For each one of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions attributed thereto by law, in the bylaws or other corporate resolutions.
The functions attributed to the Auditing and Compliance Committee are regulated in Article 14 of the Regulations of the Board of Directors, and can be classified as follows:
Auditor or by the persons or entities linked to it in accordance with the provisions of the applicable regulations.
Verify and coordinate the process of reporting non-financial information, in accordance with applicable regulations and international reference standards, without prejudice to the functions specifically entrusted and the work to be performed in this regard by the Appointments and Remuneration Committee in this subject.
Examine the compliance with the Internal Rules of Conduct in the Securities Markets, the Regulations of the Board of Directors, internal regulations and, in
general, the rules of Corporate Governance of the Company and make the necessary proposals for improvement.
The activities carried out by the Auditing and Compliance Committee in 2019, are described in the committee's activity report, published on the website of Meliá Hotels International.
Identify the directors who are member of the audit committee and have been appointed taking into account their knowledge and experience in accounting or audit matters, or both, and state the date that the Chairman of this committee was appointed.
| Name of directors with experience | Mr. Fernando D'Ornellas Silva |
|---|---|
| Date of appointment of the chairman in office | 23 June 2016 |
According to the recommendations of the Uniform Good Governance Code and the Technical Guide 3/2017 of the CNMV, the Chairman of the Committee, Mr. Fernando D'Ornellas Silva, has extensive knowledge and experience in accounting and financial management as well as in audit matters.
As for Mrs. Carina Szpilka Lázaro, she has experience in the field of information technologies (IT), and she is the current chairman of the Asociación Española de la Economía Digital (ADigital).
| Name | Position | Category |
|---|---|---|
| Hoteles Mallorquines Consolidados, S.L. (represented by Mrs. Maria Antonia Escarrer Jaume) |
Member | External Proprietary Director |
| Mr. Fernando D'Ornellas Silva |
Member | External Independent Director |
|---|---|---|
| Mr. Luis María Díaz De Bustamante Y Terminel |
Member | External Independent Director |
| Mr. Francisco Javier Campo García |
Chairman | External Independent Director |
| % of proprietary directors | 25% |
|---|---|
| % of independent directors | 75% |
| % of other external | 0% |
| Comments | |
|---|---|
Explain the functions, including, where appropriate, functions other than those provided for by law, exercised by this committee, and describe the rules and procedures it follows for its organisation and function. For each one of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions attributed thereto by law, in the bylaws or other corporate resolutions.
The functions attributed to the Appointments and Remuneration Committee are regulated in Article 15 of the Regulations of the Board of Directors, and can be classified as follows:
decision of the General Meeting, as well as their re-election or separation by the General Meeting.
(b) Appointment and removal of senior executives and the basic terms and conditions of their contracts:
Report any proposals for the appointment or removal of senior executives and the basic terms and conditions of their contracts.
(c) Remuneration policy:
(d) Examination and organization of the succession of the President of the Council and the First Executive and Senior Executives.
(e) Evaluation of the Board of Directors and the specialized Committees:
Lead the evaluation that periodically, and at least once a year, should be carried out on the structure, size, composition and performance of the Board of Directors and the specialized committees, making the recommendations it deems necessary and appropriate in each case.
(h) Diversity:
The activities carried out by the Appointments and Remuneration Committee during fiscal year 2019 are detailed in the commission's activities report, published by Melia Hotels International website.
| Number of female directors | ||||
|---|---|---|---|---|
| Year 2019 |
Year 2018 |
Year 2017 |
Year 2016 |
|
| Auditing and Compliance Committee |
1 (25%) | 1 (20%) | 1 (20%) | 1 (20%) |
| Appointments and Remuneration Committee |
1 (25%) | 1 (25%) | 1 (25%) | 1 (25%) |
C.2.3. Indicate, where appropriate, the existence of regulation of the committees of the board, the place where they are available for consultation, and the modifications that have been made during the year. In turn, it will be indicated if an annual report on the activities of each commission has been voluntarily prepared.
The composition, functions and performance regime of the Auditing and Compliance Committee of Meliá Hotels International, SA, are regulated in articles 39 Bis of the Bylaws and 14 of the Regulations of the Board of Directors. All this without prejudice to the provisions of the Capital Companies Law and other applicable regulations.
The Auditing and Compliance Committee has prepared and approved its annual report of activities for the year 2019. This report will be published on the corporate website.
The composition, functions and performance of the Appointments and Remuneration Committee of Meliá Hotels International, SA, is regulated in articles 39 Ter of the Bylaws and 15 of the Regulations of the Board of Directors. All thus without prejudice to the provisions of the Capital Companies Law and other applicable regulations.
The Auditing and Compliance Committee has prepared and approved its annual report of activities for the year 2019. This report will be published on the corporate website.
Both the Bylaws and the Regulations of the Board of Directors are available on the corporate website of Melia Hotels International SA.
During fiscal year 2019, articles 14 (Auditing and Compliance Committee) and 15 (Appointments and Remueration Committee) of the Regulations of the Board of Directors have been modified, by agreement of the Board of Directors dated April, 4 2019, also reported within the Sixth point of the Agenda to the General Meeting of Shareholders held on June, 18 2019 by making available to the shareholders the following informative document:
https://www.meliahotelsinternational.com/en/shareholdersAndInvestors/Shareholders Docs/2019/15.%20MHI_JGA_Documento%20informativo%20modificacion%20Reglamento_ ENG.pdf
In accordance with art.32.1 of the Regulations of the Board of Directors, the Board must know and authorize any transaction of the Company with its significant shareholders and Directors. Likewise, in accordance with article 32.2 of the Regulations of the Board of Directors, in no case shall the transaction be authorized if a report has not previously been issued by the Auditing and Compliance Committee assessing the operation from the point of view of equal treatment of shareholders and market conditions, establishing art.32.2 of the Regulations of the Board of Directors that the Board will also ensure compliance with the legality and the duties of information and transparency that the Company must comply with regarding the communication of these operations.
| Name or corporate name of significant shareholder |
Name or corporate name of the company or its group company |
Nature of the relationship |
Type of transaction |
Amount (thousand euros) |
|---|---|---|---|---|
| Tulipa Inversiones 2018, S.A |
Meliá Hotels International, S.A. |
Contractual | Reception of Services |
317 |
| Tulipa Inversiones 2018, S.A. |
Infinity Vacations Dominicana |
Contractual | Reception of Services |
285 |
| Tulipa Inversiones 2018, S.A. |
Desarrolladora Hotelera del Norte |
Contractual | Reception of Services |
108 |
| Tulipa Inversiones 2018, S.A. |
Inversiones Areito S.A.S. |
Contractual | Reception of Services |
69 |
| Tulipa Inversiones 2018, S.A. |
Sol Melia Italia S.R.L |
Contractual | Reception of Services |
6 |
| Tulipa Inversiones 2018, S.A. |
Corporación Hotelera Hispano Mexicana S.A. |
Contractual | Reception of Services |
28 |
| Tulipa Inversiones 2018, S.A. |
Desarrollos Sol, S.A.S. |
Contractual | Operational lease contracts |
185 |
|---|---|---|---|---|
| Tulipa Inversiones 2018, S.A. |
Desarrollos Sol, S.A.S. |
Contractual | Reception of Services |
407 |
| Name or corporate name of director or manager |
Name or corporate name of the related party |
Relationship | Type of transaction |
Amount (thousand euros) |
|---|---|---|---|---|
| Mr. Juan Vives Cerdá |
Meliá Hotels International, S.A. |
Commercial | Provision of services |
157.8 |
| Mr. Juan Vives Cerdá |
Prodigios Interactivos, S.A. |
Commercial | Provision of services |
108.24 |
| Mr. Juan Vives Cerdá |
Meliá Hotels International, S.A. |
Commercial | Receipt of services |
3.23 |
| Mr. Juan Vives Cerdá |
Prodigios Interactivos, S.A. |
Commercial | Receipt of services |
15.39 |
D.4 Report any material transactions carried out by the company with other entities belonging to the same group, provided that these are not eliminated in the preparation of the consolidated financial statements and do not form part of the company's ordinary business activities in terms of their purpose and conditions.
In any case, list any intragroup transaction conducted with entities in countries or territories which are considered tax havens:
| Name of the group company |
Brief description of the transaction | Amount (thousand euros) |
|---|---|---|
| Sol Meliá Funding | Assignment of the customer portfolio of American companies in the vacation club segment to Sol Meliá Funding for its management |
-91 |
| Sol Meliá Funding | Modification of the inter-group loan agreement with the parent company, in line with the centralised cash management policy |
-5,171 |
| Name of related party | Brief description of transaction | Amount (thousand euros) |
|---|---|---|
Directors are obliged to inform the Company of any situation of direct or indirect conflict which they might have with the interests of the Company, pursuant to Article 28 of the Regulations of the Board of Directors. Likewise, pursuant to Article 15.2. of the Regulations of the Board of Directors, the Appointments and Remuneration Committee must inform the Board of Directors of any transactions that involve or may involve conflicts of interest and propose, if applicable, any measures to be adopted.
YES ☐ NO ☒
Identify the other companies that are listed in Spain and their relationship with the company:
Identity and relationship with other listed group companies
State if the respective areas of activity and business relationships between the listed companies have been defined publicly and precisely, as well as between the
subsidiary and other members of the group:
YES ☐ NO ☒
Describe the possible business relationships between the parent company and the listed subsidiary, and between the subsidiary and the other group companies
Identify the mechanisms established to resolve potential conflicts of interest between the listed subsidiary and other group companies:
Mechanisms established to resolve potential conflicts of interest
The Control and Risk Management System has not changed compared to previous years. The Company maintains a risk management model based on the Enterprise Risk Management (ERM) COSO II methodology and consists of the following stages:
Identification of relevant risks, including tax risks, through the collection and comcompilation of internal and external information.
Assessme22. Evaluation of those risks, for each of the business areas and support uni rioritising tthe most relevant risks and obtaining the different Individual vvividual RRisk Maps.
3.Response to risk through the allocation of responsibilities for the mos the most relevant Risks and the definition of action plans to contribute effectively to their management.
4.Regular monitoring and control of risks, through indicators defined in repsect of the respect of most of the relevant risks, the annual update of Risk Maps, and t an the monitoring of actions designed for their mitigation.
Board of Directors, providing feedback and thus contributing to the continuous improvement of the process.
This model works in an integral and continuous way, and allows obtaining the Group Risk Map from the consolidation of the Individual Risk Maps of the different Departments and Business Areas, through the periodic identification by the management team, of the risks that threaten the objective and strategy of the Group (Stage 1), and of the valuation of the said risks in terms of the variables of probability of occurrence and impact in case of materialization (Stage 2). The Group's Fiscal Risk Map is obtained and updated annually.
The company has a Risk Control Analysis and valuation Policy approved by the Board of Directors (last updated in 2017 and accessible through the web: https://www.meliahotelsinternational.com/es).
It is a policy of global application and establishes the basic principles that govern risk management, as well as the general framework for the control, analysis and assessment of risks, including tax. Those basic principles are:
In order to develop this Policy, the Company also has an internal Control and Risk Analysis Standard whose objective is to ensure the operation of the Risk Control System, establishing the rules, guidelines and criteria that the process of updating the Map of Risks within the Group. The Regulations also define the basic responsibilities in risk management of governance bodies and the different areas within the organisation.
In the area of taxation, Meliá Hotels International has in place a Tax Strategy Policy -which has been approved by the Board of Directors. The Fiscal Strategy is governed by the following fundamentals:
This fiscal strategy is in turn developed by an Internal Standard for Control and Management of Fiscal Risk.
The Board of Directors of Meliá Hotels International has the power to delegate, with the assistance, in those cases where it is necessary, of the Committees or Committees established within the Board, in particular and among others, the identification of the main risks of the Company, in particular, tax risks and those arising from operations with derivatives, and implementation and monitoring of adequate internal control and information systems. (Art. 5 of the Board of Regulations).
On the other hand, the Auditing and Compliance Committee is responsible for supervising internal audit services and the financial reporting and internal control systems processes (Art. 14.2 of the Regulations of the Board).
The Risk Control & Compliance Department, which depends directly on the Auditing Committee (although integrated into the Legal & Compliance Department) is responsible for ensuring Compliance with both the Policy and the Internal Standard related to Risk Management and Compliance, therefore, ensuring the operation and development of the Group's risk management and Criminal Crime Prevention and Detection models. In addition, it coordinates the process of priorization of investments based on risk criteria.
Therefore, as a second line of defense it has assigned control and analysis functions, being the responsibility of risk management in the first line of defense, that is, directly in each of the different Departments and Business Areas that form the Group.
This Department reports on its activities to the Auditing and Compliance Committee, both periodically and through an Annual Report established for this purpose.
Other bodies/departments with responsibilities and/or functions related to risk management:
Committees:
| Name | Specific risk function |
|---|---|
| Executive Committee | It has the duty to develop and promote control to improve the quality of corporate governance and risk management in the Group. |
| Strategic Planning Committee |
Its tasks include the monitoring of the results and the level of compliance with the strategic plan and the alignment with the Risk Map |
| Development Committee | One of its functions consists of preparing and approving risk evaluation sheets for expansion projects. |
| Investment Committee | It ensures that part of the Group's annual resources is devoted to executing investments classed and prioritised according to risk criteria. |
| Name | Specific risk function |
|---|---|
| Internal Audit | The department in charge of verifying the proper operation of internal control systems, by ensuring that risks are identified, quantified and controlled, as well as verifying compliance with regulations. |
| Corporate Governance | Writes and updates the Group's policies and internal regulations |
| Fiscal | Coordinates and centralizes the actions of control and management of fiscal risks. Periodically reports to the Executive Committee, Auditing and Compliance Committee and to Risk Control regarding the valuation of both fiscal risks and the validity of the controls established in this regard. |
| Credit and Insurance Management |
It manages credit risk and the contracting of insurance policies at corporate level to cover certain risks, always under the guidelines set forth in the Internal Insurance Standard. |
| Health and Safety | Has responsibilities in matters of health and safety and risk prevention |
| Global Technical Services and Works |
Identify and catalog risks in the facilities based on criteria that allow the priorization of certain investments later and centrally |
The bodies/departments responsible for the preparation and implementation of the Risk Management System have available the Code of Ethics, the Whistleblowing Channel, and the Internal Policies and Regulations of Meliá Hotels International as key tools for risk management.
E.3 State the primary risks, including tax compliance risks, and those deriving from corruption (with the scope of these risks as set out in Royal Decree Law 18/2017), to the extent that these are significant, which may affect the achievement of business objectives.
Melia Hotels International is a hotel group with a strong international presence. It develops its activities in various countries and markets, with different socio-economic environments and regulatory frameworks. In this context, it is essential to identify, assess and control the risks that the Group faces in order to achieve its objectives and strategy.
The risks identified are classified in the following categories:
1.Global Risks. They go beyond the capacity for action of the Company itself and economic agents. Some examples are:
The Company has in place the relevant coverages required for this type of events, as well as the action protocols to ensure the health and safety of customers and employees, as well as the normal operation of business and, where appropriate, its protection and restoration.
2.Financial Risks. The risks that make it difficult for the Company to meet its financial commitments or make its assets liquid. For instance:
The management of these risks lies mainly with the Finance and Administration Department.
3.Business Risks. They arise from changes in the variables inherent to the business, such as:
Competition
Human Resources
Internal control and processes
Compliance Risks. Risks derived from regulatory changes established both externally and internally, and/or its possible non-compliance. Include among others:
Legal risks
The Company has a set of internal policies and standards, as well as the Code of Ethics and the Whistleblowing Channel which are some of the tools the Group has to mitigate this type of risk, and the Policy on Compliance Approved on by the Board of Directions in 2018, and through which Melia assumes the commitments of:
Ensure that internal regulations and actions carried out by its executives and managers are based on ethical standards which are aligned with the Company's principles and values, as well as its Code of Ethics.
Information Risks They are mainly caused by the inappropriate use, generation and disclosure of information. Mainly related to:
Reporting
In relation to fiscal risks and those derived from corruption, depending on the specific risk, they are included in any of the categories indicated above, mainly within the Operational or Compliance Risks.
In this regard, one of Melia Hotels International's global commitments established in its Code of Ethics is to act with rigor and forcefulness against any practice of corruption, fraud or
bribery. In this regard, the Group has an Anti-Corruption Policy approved by the Board of Directors in 2017 (available through the corporate website). This Policy establishes the commitments of:
Both fiscal risk and corruption are part of the Crime Prevention and Detection Model that the Company has implemented, which was certified in 2019 according to UNE 19601:2017. Within that Model and related to fiscal and corruption risks, the company has implemented a series of controls that are evaluated annually.
The Internal Financial Information Control System (SCIIF) widely developed in section F of this report, deserves special attention.
Tolerance levels according to the different risk categories are established in the Risk Control, Analysis and Assessment Policy, which was updated in February 2017.
The 2 Stage of the model (Risk Assessment) is carried out at residual risk level, i.e., considering existing control mechanisms, and is based on probability and impact variables using quantitative and qualitative criteria (financial, operational, regulatory, reputational, strategic, etc.) whose different ranges constitute a standardised rating scale on the basis of which risks are prioritised and acceptable risk is set.
Once the Group's Risk Map is completed, an analysis is made by risk type at Group Area or Management level. All this information is included in an annual report submitted to the Auditing and Compliance Committee and the Board of Directors.
The Risk Map is aligned with the Strategic Plan and the objective setting process. Every year we aim to ensure that measures for mitigating the most important risks are linked to annual objectives and/or the Strategic Plan. Therefore, monitoring and degree of achievement of objectives, as well as the Strategic Plan also define risk tolerance levels.
The following risks should be noted:
Worsening relations between the governments of the United States and Cuba. The measures taken by the Trump Administration such as the ban on cruise operations in Cuba, the elimination of travel licenses for educational programs for US citizens known as "People to People", the entry into force of Title III of the Helms Burton Law that has caused reactions among operators such as Trivago, which decided to withdraw numerous hotels from Cuba from its sales channels, and other measures that affected the shipping companies responsible for transporting fuel to Cuba, impacted the operation of the hotels.
In this context, some representatives of the Company have received a notification from the Department of State of the United States under Title IV of the Helms Burton Act.
Emerging destinations such as Turkey, Egypt and Tunisia continue to recover and the German Tour Operators have opted for these destinations in 2019 negatively impacting the air traffic capacity of destinations such as the Canary Islands.
In this regard, both geopolitical risks and increased competition, the Company has implemented different strategies and commercial campaigns in the destinations affected by these risks that have helped to limit the potential impact on the operation.
As a first line of defense, each of the different departments/areas (business and support units) are responsible for managing their most important risks, including tax compliance risks. Therefore, this management is fully integrated into the day-to-day activities of the areas themselves and fully aligned with the strategy.
Once the Map of Risks of the Group is updated, the Executive Committee (SET) is whom assigns the responsibilities on the said and that define the action plans to be carried out throughout to mitigate the risks (Stage 3 of the model).
The Risk Control & Compliance Department, together with the affected parties, defines KRI's indicators (Key Risk Indicators) in relation to the main risks identified that allow them to be monitored and controlled (Stage 4 of the model). These indicators are part of the periodic reporting to the Executive Committee.
Within its responsibilities in relation to this matter, the Board of Directors and the Auditing and Compliance Committee are periodically informed about the Company's risk management, which includes, among others, information on the results of the Risk Map, action plans and monitoring and control mechanisms and other possible derivative actions that allows the Board to know and respond to the challenges presented by the Company.
Throughout 2019, after the presentation of the Risk Map to the Board of Directors, reports and in-depth analysis have been reported to the Auditing and Compliance Committee regarding the main risks that they include (Stage 5 of the model):
The Risk Control & Compliance Department is responsible for coordinating, supporting, controlling and monitoring all stages of the model and, due to its direct dependence on the Auditing and Compliance Committee, reports on a recurring basis.
Describe the mechanisms comprising the system of Internal Control over Financial Reporting (ICFR) of your company.
Specify at least the following components with a description of their principal features:
The Internal Control System of Financial Information (hereinafter "SCIIF") of Melia Hotels International Group is part of its general internal control system and is configured as the set of processes that the Board of Directors, the Auditing and Compliance Committee (hereinafter, "CAC") Senior Management and Group personnel, carry out to provide reasonable assurance regarding the reliability of the financial information published in the markets. The functions and responsibilities attributed to these bodies are the following:
According to the provisions of article 529 ter of the Corporate Enterprises Act, the Board of Directors is directly responsible for determining the risk control and management policy, including tax compliance risks, and for monitoring internal reporting and control systems. In this sense, Article 5 of the Regulations of the Board of Directors gives the Board the responsibility, among others, to "Identify the most important risks for the Company, especially tax compliance risks and those arising from transactions with derivatives, and the implementation and monitoring of appropriate internal control and reporting systems."
Article 14 of the Regulations of the Board of Directors gives the Auditing and Compliance Committee the responsibility, among others, to " monitor the effectiveness of internal control in the company, Internal Audit services and risk management systems, including tax compliance risks, as well as discuss with the auditor any significant weaknesses in internal control detected during the audit, all without prejudice to their independence, being able to submit recommendations or proposals to the Board of Directors and the corresponding deadline for compliance." and " monitor and evaluate the non-financial risks (operational, technological, legal, social, environmental, political and reputational) without prejudice of the duties to be carried out by the Appointments and Remuneration Committee (hereinafter "CNR") in this matter and "supervise the preparation and presentation of mandatory financial
preceptive information and recommendations or proposals to the Board of Directors designed to safeguard its integrity".
Among the attributes of the CAC that affect the Internal Audit Department are (i) ensure the independence and effectiveness of the internal audit function, (ii) approve the budget and annual audit plan (iii) receive periodic information on its activities and (iv) verify that Senior Management takes into account the conclusions and recommendations of its reports.
The Meliá Hotels International Group gives Senior Management the responsibility to design, implement and maintain the ICFR, with each Region or Department responsible for its area of influence. This responsibility thus affects the entire Organisation insofar as the financial information is based on the activity and the information generated by the business areas and by the rest of the support areas.
The Group has an Internal Audit Department that depends hierarchically on the CAC and functionally to the Chief Legal & Compliance Officer, who in turn reports to the Group's Vice President and CEO. Among the responsibilities of the Internal Audit Department is to verify the proper functioning of the SCIIF, keeping the Board of Directors, through the CAC and Senior Management informed on whether the mechanisms enabled effectively mitigate the risk of errors with material impact on the financial information.
In order to ensure the independence of the Internal Audit Department with respect to the operations or areas that they audit and over which have no authority or responsibility, the internal auditors are not assigned other powers and functions other than those of internal audit. With the exception of the internal systems auditor, who in turn is part of the Data Protection Office and combines the two functions.
The departments and/or mechanisms in charge of: (i) the design and review of the organisational structure; (ii) defining clearly the lines of responsibility and authority, with an appropriate distribution of tasks and functions; and (iii) assurance that adequate procedures exist for proper communication throughout the company.
The definition and review process of the organisational structure is regulated by the Group's Human Resources Regulations and applies to all the Group companies. According to the provisions of such Regulations, which were approved by the Group's Senior Management in January 2012, the Human Resources Department is responsible for ensuring equity, balance
and the optimisation of the Company's organisational structure and its periodic review. The heads of the different areas within the Group must ensure that the size of its staff is appropriate and optimal to address the department and business unit operations.
Any change in the organisational structure, as well as the appointment and dismissal of senior executives and their compensation, must be proposed by the Appointments and Remuneration Committee and approved by the Board of Directors.
Likewise, the Organisation area, which reports to the Human Resources Department, is responsible, together with the different areas within the Group, for the analysis and determination of processes, as well as the job descriptions, functions and responsibilities, including positions related to the preparation of financial reporting. The Human Resources Regulations and the Group's organisational chart duly updated are available to employees through the Employee Portal.
With regard to the process of preparing financial information, in addition to detailed organizational charts, there are rules and instructions that establish the specific guidelines and responsibilities of each closure in which the main tasks are explained, both at the corporate level and at the branch level.
The Meliá Hotels International Group has several documents relating to conduct of its employees, suppliers and other stakeholders:
The Meliá Hotels International Group has a Code of Ethics that was approved by the Board of Directors in 2012 and which has been updated in 2018.
The Code of Ethics is a set of principles of action that organise and give meaning to the values of the Company, helping to understand them and learn how they should be applied and prioritised. The Code of Ethics is the summit of the entire internal regulatory framework. It establishes the bases on which policies, regulations, processes and internal procedures are created.
This Code and all the information necessary for a proper understanding thereof, is available to the Group's employees through the Employee Portal, as well as to any stakeholder through the company's corporate website (www.meliahotelsinternational.com). The Code
of Ethics is available in the following languages: Spanish, English, German, Italian, Chinese, Vietnamese, Bahasa and Portuguese.
The Code of Ethics is divided into five main areas:
Corporate values included in the Code of Ethics are proximity, excellence and consistency, commitment to service and innovation
Regarding commitments and principles, the Code of Ethics organises them depending on the different parties concerned: (i) Employees, (ii) Customers,(iii) Shareholders and investors, (iv) Owners and partners, (v) Suppliers (vi) Tourism sector and competition, (vii) Community, (viii) Environment, (ix) Public administrations, (x) Media
In particular, the Code of Ethics includes a section that regulates the principles applicable to the relationship with shareholders and investors, where the following commitments are expressly stated: i) ensuring maximum reliability and accuracy of accounting and financial records, ii) complying with the obligations regarding transparency in the stock markets, iii) maintaining a proactive attitude towards the identification, prevention and mitigation of financial and non-financial risks, and iv) providing the shareholders and investors with transparent, sufficient, accurate, timely and clear financial and non-financial information.
The responsibility for maintaining it operational lies with the Office of the Code of Ethics, which is an body created in order to resolve the queries that may arise in the ordinary operation regarding its content, interpretation and application.
In 2018, a mandatory internal training of three modules was launched, one of them related to the Code of Ethics. This training was sent to all corporate personnel worldwide and to the Directors, Deputy Directors and Headquarters in the different hotels and is still accessible through the Group's internal online training platform.
In 2018, the Board of Directors approved the Supplier's Code of Ethics, which contains the principles and commitments expected from suppliers, including those providing services. This document reinforces the management and relationship model that the Company aims to promote globally, including the principles and commitments of the Company's Code of Ethics itself, and transmitting our commitments to the supply chain.
Like the Code of Ethics, the Supplier's Code of Ethics is available on the corporate website of the Company. In November 2018, the CEO issued a release informing on its approval and implementation and prompting its dissemination among the suppliers of the Group. Currently, the Supplier's Code of Ethics is available in Spanish and English.
This code is applicable to all members of the Board of Directors and the recipients defined in the subjective scope of application. Among other things, the code contains the procedures for the treatment of privileged information.
This code is communicated and delivered in writing to the people to whom it applies at the time of their recruitment and/or according to the provisions of the code, at the time they are considered as Recipients. It must be signed and accepted by Recipients. The Chief Legal & Compliance Officer is in charge of monitoring and controlling compliance with such code, reporting any matters in relation thereto to the Auditing and Compliance Committee.
The Internal Code of Conduct in matters related to the stock market has been updated during the year 2019 and is available on the corporate website
Meliá also has Executive Behaviour Regulations and Human Resources Regulations, (the first one) regulating the conduct of its executives and (the second one) of the Group's employees, in respect of certain matters.
The Management Behavior Regulations has been updated during the year 2019 and is available on the Employee Portal.
On the occasion of the Code of Ethics in 2012, the Meliá Hotels International Group set up a Whistleblowing Channel for employees to register any complaints related to non-compliance with the contents of the Code of Ethics, especially business principles, current regulations, potential conflicts of interest or any other issue related to irregularities or potential or existing anomalous situations detected as a result of regulatory breaches, lack of internal control, financial irregularities or situations or events that may require the attention and immediate action of Senior Management. The procedure ensures, in every case, an independent and confidential analysis.
The channels available for filing complaints are: Intranet (Employee Portal), Internet (corporate website) and regular mail addressed to the Ethics Committee. Likewise, in relation to the confidentiality and in compliance with the provisions of the Law on Data Protection and Digital Rights, anonymous complaints are also accepted in the Complaints Channel.
The Ethics Committee is the independent body in charge of receiving, managing and coordinating the complaints and investigation procedure, being the only body that will have access to the complaints received and thus guaranteeing their confidentiality. The ultimate responsibility lies with the Board of Directors itself, who through the Auditing and Compliance Committee assumes the obligation to implement it.
The operation of the Employee Complaint Channel is described in the Regulations of the Employee Complaint Channel, published on the Employee Portal. At the end of 2019, a campaign to spread the Employee Complaints Channel was launched, which aim to reach all employees of the Group. As part of that campaign, a triptych was prepared in which the most relevant aspects related to it were informed, such as its objective, the types of complaints that can be presented along with some examples therof, the procedure that follow a complaint and the existing mechanisms or ways to file them.
Following the approval of the Supplier Code of Ethics, a Whistleblower Channel was enabled for suppliers through which those behaviors contrary to the aforementioned Supplier Code of Ethics can be communicated or reported. The Supplier Complaints Channel is managed by the Group Ethics Committee and can be accessed through the corporate website (meliahotelsinternational.com) or by regular mail addressed to the Ethics Committee.
The operation of the Suppliers Complaints Channel is described in the Regulations of the Supplier Complaints Channel, accessible by any provider through the platform for accessing the complaints channel.
Managers responsible for departments that prepare financial information must ensure that employees working in these areas have access to updated information and appropriate training.
Corporate team members who take part in the preparation and review of financial information receive specific training every year to update their knowledge in different matters related to
their functions. During the year 2019, they took part in training sessions on the implementation of new international accounting standards, new requirements for the disaggregation of non-financial information and alternative performance measures, workshops on the prevention, detection and investigation of fraud and workshops on the evaluation of business processes.
The departments involved in training programmes and regular updates are: Internal Audit, Risk Control & Compliance, and Global Administration and more than 90 hours a year have been dedicated to such training programmes.
In particular, in 2019, the following training activities have been carried out, among others, (for the purposes of this report, the most relevant ones have been included):
| Training activity | Duration (hours) |
Date | Provider | Department |
|---|---|---|---|---|
| Guide for the successful on-going audit implementation (online) |
4 | 05/02/2019 | Instituto de Auditores Internos (IA) |
Internal Audit |
| Scorecard and reporting of the internal audit activity |
8 | 21/05/2019 | Instituto de Auditores Internos (IA) |
Internal Audit |
| Internal Audit of the non-financial information |
16 | 22/05/219 | Instituto de Auditores Internos (IA) |
Internal Audit |
| Course on Cibersecurity and Blockchain |
8 | 12/02/2019 | APD | Internal Audit |
| Criminal Responsibility for senior positions and its consequences in the company |
3 | 07/03/2019 | APD | Internal Audit |
| Course: Due diligence with business partners. 3M case |
1.5 | 23/01/2019 | ASCOM | Risk Control & Compliance |
| Conference: Corporate Responsibility in crimes against workers' rights |
2 | 30/01/2019 | ICAIB | Risk Control & Compliance |
| Session: Criminal Responsibility of high positions and its consequences on the criminal responsibility of the company |
2 | 07/03/2019 | Garrigues - APD | Risk Control & Compliance / |
|---|---|---|---|---|
| Conference: Active Risk Management: A boost for companies |
2 | 04/04/2019 | CAEB | Risk Control & Compliance |
| Webinar: Crimes and Criminal Responsibilities affecting legal persons based on the recent Organic Law 1/2019 |
1 | 08/05/2019 | IOC | Risk Control & _Compliance |
| IV Congress on International Compliance |
16 | 27- 28/05/2019 |
ASCOM | Risk Control & Compliance |
| I National Congress of Compliance Officers |
8 | 13/06/2019 | WCA | Risk Control & Compliance |
| Digital Management of Technological Risk and Third Parties |
4,5 | 11/07/2019 | Deloitte | Risk Control & Compliance |
| XIV Confererence on Risk Management in the Tourism Sector |
4 | 20/09/2019 | Wiillis Tower | Risk Control & Compliance |
| Tax Compliance: fiscal crime and tax risk prevention |
2 | 24/10/2019 | Cuatrecasas | Risk Control & Compliance |
| V National Congress on Compliance |
8 | 12/12/2019 | Thomsons Reuters | Risk Control & Compliance |
| NIIF Meetings 2nd Quarter |
4 | 13/06/2019 | EY | Global Administration |
| NIIF Meetings 3rd Quarter |
4 | 19/09/2019 | EY | Global Administration |
| VI Conference on standardization and Accounting Law |
4 | 07/05/2019 | AECA | Global Administration |
| Course on accounting consolidation |
12 | 20 & 21/06/19 |
AECA | Global Administration |
| IFRS 15: One year later |
1 | 26/09/2019 | KPMG | Global Administration |
|---|---|---|---|---|
| IFRS Update end of year |
1 | 21/12/2019 | KPMG | Global Adminsitration |
| RICAC project on revenue from contracts with customers for the sale of goods and services rendered |
4 | 06/06/2019 | AECA | Global Administration |
| Course on ESEF broadcasting |
4.5 | 22/10/2019 | CNMV | Global Administration |
| Practical solutions for NIIF 16 and NIIF 19 |
5 | 26/11/2019 | Global EY Administration |
|
| ESEF, standard format for EEFF Europe |
5 | 25/11/2019 | Global XBRL Association Administration |
|
| Financial Instruments |
7 | 25/06/2019 | AECA | Global Administration |
The Company also receives external advice to support the knowledge development of the team members involved, and also collaborates with IAI [Internal Audit Institute] and AECA [Spanish Accounting and Business Administration Association] as corporate partner.
Likewise, the Company is subscribed to the following publications:
| Subscription | Frequency | Provider |
|---|---|---|
| Asociación Española de Contabilidad y Administración de Empresas |
Weekly | Asociación Española de Contabilidad y Administración de Empresas (AECA) |
| Instituto Auditores Internos – Revista IAI (IAI Magazine) |
Monthly | Instituto de Auditores Internos (IAI) |
| Breaking News | Monthly | KPMG |
The Meliá Hotels International Group has a global and permanent control, analysis and risk assessment model. This model is formalized in the following documents accessible to all employees through the Employee Portal:
The Risk Control Department leads the process of periodically updating the Group's Risk Map and ensures the promotion of the definition of actions and assignment of responsibilities in order to mitigate the main risks. In in, the heads of all the departments and areas of the Group participate, identifying and assessing the different risks that affect them, including those related to financial information. Therefore, in addition to the Group's Consolidated Risk Maps, Risk Maps are also obtained from each of the different departments and areas that make up the organization.
In cooperation with the Internal Audit Department, every year the Risk Inventory is reviewed to detect which of the identified risks may affect the financial reporting objectives defined by the CNMV: existence and occurrence, completeness, valuation, presentation, disclosure and comparability.
Each of the risks identified in the process of preparing the consolidated financial statements is associated with the processes and the different financial lines considered significant.
For the purpose of identifying the scope of consolidation at all times, the Annual Accounts and Consolidation Department maintains an up-to-date corporate register that includes all of the Group's interests, whatever their nature.
The procedures for updating the scope of consolidation are defined in a manual which complements the provisions of Corporate and Joint Venture Regulations. The scope of consolidation is updated monthly according to the provisions of the International Accounting Standards and other local accounting regulations.
Regarding the possible existence of complex corporate structures, special purpose vehicles or holding companies, in general, prior approval of the Board of Directors is required for their creation.
Likewise, according to the provisions of the Tax Strategy Policy (as amended by the Board of Directors on 6 June 2018 and available on the corporate website), one of the guiding principles is "to avoid the creation of companies of opaque nature or residing in tax havens as interpreted by the European Union, unless their existence is motivated by economic or business reasons. It is reiterated that "the creation or acquisition of interests in special purpose vehicles or entities residing in countries or territories considered as tax havens" must be approved by the Board of Directors.
The impact that risks may have on financial statements is considered in updating the Risk Map, regardless of the type of risk. The Meliá Hotels International Group has categorised risks as follows:
Operational Risks.
Compliance Risks.
The results obtained in the process of updating the Risk Map are reported to and reviewed by Senior Management, the Auditing and Compliance Committee and the Board of Directors.
F.3.1 Procedures for reviewing and authorising the financial information and description of ICFR to be disclosed to the securities markets, stating who is responsible in each case and the documentation describing the flow of activities and controls (including those addressing the risk of fraud) for each type of transaction that may materially affect the financial statements, including procedures for the closing of accounts and for the separate review of critical judgements, estimates, evaluations and projections.
Meliá Hotels International provides securities markets with financial information for the consolidated group on a quarterly basis. This financial information is prepared by the Administration and Finance Department.
The Chief Financial Officer analyses the reports received, provisionally approving the financial information for submission to the Auditing and Compliance Committee, which is then responsible for supervising the financial information that it receives. The Group submits the financial statements for the first half of the year to a limited review by the Company's external auditor. Thus, in the semi-annual accounting closings, the Auditing and Compliance Committee has revised information by the Group's external auditors.
In the semi-annual closures, the Auditing and Compliance Committee reports its conclusions to the Board of Directors on the financial information presented so that, once approved by the Board of Directors, it can be published in the securities markets. Likewise, two ad hoc meetings of the Auditing and Compliance Committee have been established to approve the Intermediate Management Report for the first and third quarter. Once approved and for information purposes, the information is made available to the Board of Directors for approval.
The Meliá Hotels International Group has a procedure manual which defines the internal process for the preparation and submission of consolidated financial information. This covers the entire process of preparation, approval and publication of the financial information to be sent periodically to the CNMV.
All the areas that potentially may affect in a significant manner the Group's Annual Accounts, have controls in the critical processes to ensure the reliability of financial information. These controls are included in internal procedures or in the IT systems used for the preparation of financial information.
Most of the processes considered as critical and the control activities associated with them have been systematically documented. This documentation is made up of descriptions and flowcharts of the processes and of risk and control matrices. Additionally, and throughout this process, possible fraud risks have been identified for which controls are also formalized to mitigate these risks.
The activities that are required to be formally documented are included in the processes within the areas of Administration, Tax, Treasury and Finance, Personnel Administration, Hotel Business and Vacation Club.
The different Departments are responsible for documenting and updating each of these processes, detecting possible control weaknesses, and defining appropriate corrective measures.
The critical judgements, estimates and projections needed to measure certain assets, liabilities, revenues, expenses and commitments recorded or disclosed in the Annual Accounts are carried out by the Administration and Finance Department with the support of the other Departments.
The annual accounts of the Meliá Hotels International Group report the most relevant areas in which there are elements of judgement or estimation, as well as the key assumptions related to them. The most important estimates relate to the valuation of goodwill, provision for taxes on profits, fair value of derivatives, fair value of property investment, pension contributions and the useful life of property, plant and equipment and intangible assets.
One of the documented processes is an accounting closure procedure which defines the closure, review and authorisation of financial information generated by the different units before all the information is consolidated.
The IT Department at the Meliá Hotels International Group has a set of security regulations and procedures designed to guarantee the control of access to business applications and systems to ensure the confidentiality, availability and integrity of information.
In 2017, the Board of Directors approved the Information Security Policy, which is available on the corporate website. In development of this Policy, the Information Security Standard has also been developed as well as the Systems Use Manual and the IT Security Framework.
The Meliá Hotels International Group has formalised procedures for changes to the financial management platform and a transaction development and maintenance process. These procedures establish the controls that ensure a proper development and maintenance of applications, evaluating the impact of changes and associated risks, and they also have processes to test changes before they are implemented in production systems.
There is a management model for access and authorisation based on the segregation of functions on the systems that support financial management processes, having defined the control procedures and avoiding users to be involved in the handling of such information.
Additionally, controls have been established for the appropriate management and monitoring of the assignment of special privileges in systems that support financial information.
Outsourcing is governed by the Regulation on Service Contract that regulates the approval by the General Management of the contracting area and the verification that the supplier has sufficient professional qualifications to deliver the contracted services and that, where appropriate, he/she is registered with the corresponding professional body. This Regulation is available to all employees on the Employee Portal.
Additionally, the Group has in place an Approval Process for services other than audit services carried out by the account auditor, under which the authorisation process for procurement of audit and non-audit services is established, related to the audit and services other than the audit performed by the account auditor. This process has been updated in 2019 in order to include, among other aspects, the prohibition of contracting tax services from the Group's auditor
When the Group uses the services of independent experts, it ensures their competence and technical skills by only hiring third parties with proven experience and prestige.
To validate the reports of independent experts, the Group has trained personnel capable of validating the reasonableness of the conclusions thereof, defining and managing the appropriate service levels in each case.
It is to be noted that the new Fiscal Strategy Policy establishes that "the Fiscal Department may rely on the advice of independent experts or recognized tax standing, with the exception of the auditor and/or audit firm that performs the audit of the Group's financial statements.
F.4.1 A specifically assigned function for defining and updating accounting policies (accounting policy area or department) and resolving doubts or conflicts arising from their interpretation, maintaining fluid communications with those responsible for operations at the organisation, as well as an up-to-date accounting policy manual distributed to the business units through which the company operates.
The Annual Accounts and Consolidation Department is in charge of the definition and updating of accounting policies, as well as the interpretation thereof, and other accounting regulations that affect the financial statements of the Meliá Hotels International Group. Among others, the functions of this department are as follows:
The Meliá Hotels International Group presents its Consolidated Annual Accounts in accordance with the International Financial Reporting Standards adopted by the European Union. The company has an updated accounting policy manual that is reviewed whenever the accounting regulations applicable to the financial statements of the Group are modified in any significant respect. All personnel responsible for preparing the financial statements of the companies within the Group have access to this document through the Intranet.
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There is a formal communication channel to coordinate doubts about the interpretation of the accounting policies, consisting of a general inbox for electronic mail managed by the Annual and Consolidated Accounts Department. Through which the different business areas can ask for advice on specific issues which, due to their specificity or complexity, may raise doubts about the way they should be registered in the Group's accounting books.
The Meliá Hotels International Group has an integrated financial management tool to address the reporting needs of individual financial statements and which facilitates the subsequent consolidation and analysis process.
This tool centralises in a single system all the accounting information of the Group subsidiaries, which is the basis for the preparation of individual annual accounts and the consolidated annual accounts for the Group. The system is managed centrally from the Head Office.
Please inform, indicating its main characteristics, if the Company has at least
F.5.1 The activities of the audit committee in overseeing ICFR, as well as whether the
entity has an internal audit function whose duties include providing support to the committee in its work of supervising the internal control system, including ICFR. Additionally, describe the scope of ICFR assessment made during the year and the procedure through which the person responsible prepares the assessment reports on its results, whether the company has an action plan describing possible corrective measures, and whether its impact on financial reporting is considered.
The activities of supervision of SCIIF carried out by the Auditing and Compliance Committee in 2019 include:
As indicated in section F.1.1.previously, it is the responsibility of the Internal Audit Department to verify the proper functioning of the Internal Control System, including the
reliability of the Financial Information (SCIIF), keeping the Board of Directors, through the CACA and Senior Management informed about the existence, adequacy and effectiveness of existing methods, procedures, standards, policies and instructions, which are available to Group employees.
In this regard, the Internal Audit Department prepares an Annual Internal Audit Plan that includes various actions aimed at assessing the degree of compliance with internal control through audits of different types, mainly business or operational (hotels, vacation clubs and other businesses), computer systems audits, financial audits and evaluation of control activities associated with processes in corporate and regional areas of Administration and Finance, including those processes associated with SCIIF. The areas and processes to be audited, as well as the checklist of audit control points is renewed and updated annually.
The methodology of the activities carried out by the Internal Audit team in 2019 has mainly consisted of direct on-site evaluation by the Group's auditors, although continuous monitoring, massive data analysis and self-evaluations of controls have also been carried out. The use of new review models has allowed the Group to get a company-wide vision of the degree of alignment of processes and focus resources on situations potentially involving a risk for the organisation.
Additionally, regarding the control of the financial information in the business area, in 2019, two cycles have been audited (revenues cycle and inventories cycle), which contain eight processes, divided into twenty-five sub-processes, and two thousand and sevend hundred and three control activities have been carried out.
According to the Auditing Regulations, if a review by the Audit Department detects control weaknesses in the audited area or process, these are reported to the Management of the audited area, and also to Senior Management and the Audit and Compliance Committee, if deemed appropriate. The heads of such areas must then respond to the weaknesses, either through corrective measures or the implementation of preventive plans.
Likewise, the external auditor, as mentioned in section F.7.1., annually issues a report of agreed procedures on the description of the ICFR carried out by the Group in which no outstanding aspects have been revealed.
F.5.2 Whether there is a procedure by which the account auditor (as provided in the Technical Auditing Standards), the internal auditor and other experts may inform senior management and the audit committee or senior managers of the company of the significant internal control weaknesses detected during the review of the annual accounts or such other reviews as may have been entrusted to them. Information shall also be provided on whether an action plan is available for correcting or mitigating the weaknesses found.
The Board of Directors, according to its Regulations, must meet at least six (6) times a year. Coinciding with these meetings, the Auditing and Compliance Committee also meets, with the meetings being regularly attended by the internal and external auditors as guests, and also by Senior Management, when appropriate.
The external auditor must attend, at least, the Board meeting in which Annual Accounts are prepared and, additionally, any other Board meeting at which his/her attendance is required. The Internal Audit Department is in constant communication with Senior Management and periodically informs the Auditing and Compliance Committee of any internal control weaknesses detected in internal audits.
Likewise, on an annual basis, the external auditor provides the Auditing and Compliance Committee with a report detailing the internal control weaknesses detected. The action plans related to the weaknesses detected are implemented in the form of recommendations that follow the circuit of priorization, assignment of responsible and follow-up.
No additional aspects to be broken down have been identified.
The information on the system of internal control of financial reporting included in the Annual Corporate Governance Report has been subject to review by an external auditor, whose report is attached to the Group's Management Report.
That when the parent company and a subsidiary are listed on the stock market, both should publicly and specifically define:
a) The respective areas of activity and possible business relationships between them, as well as those of the listed subsidiary with other group companies.
That, during the course of the ordinary General Shareholders' Meeting, complementary to the distribution of a written Annual Corporate Governance Report, the chairman of the Board of Directors verbally informs shareholders in sufficient detail of the most relevant aspects of the company's corporate governance, and in particular:
a) Changes taking place since the last General Shareholders' Meeting.
And that the company has made such a policy public through its web page, including information related to the manner in which said policy has been implemented and the identity of contact persons or those responsible for implementing it.
And that whenever the Board of Directors approves any issuance of shares or convertible securities without pre-emptive rights the company immediately publishes reports on its web page regarding said exclusions as referenced in applicable company law.
The Company submitted to the General Shareholders' Meeting held on 4 June 2015 a proposal for delegation of powers allowing an increase capital and the issuance of bonds. Although the amounts subject to approval exceed the percentage indicated in the recommendation, as explained in the relevant reports (which are available to shareholders), this power was considered to be necessary to raise on the stock markets the funds necessary for the appropriate management of company interests, giving the Board the broadest capacity to respond. The possibility of exclusion of pre-emptive rights is a power that must be analysed and applied in each specific case, depending on the specific conditions for the issuance. Likewise, the approved authorisation is within the legal maximum.
Also, indicate that the Company has not made use of the aforementioned authorization and that for the General Meeting of Shareholders of the year 2020 the renewal of the same is foreseen, pending the date of issuance of this report the setting of the conditions (including the percentage of capital stock) of the delegation to be submitted for approval by the Board.
That listed companies which draft any reports listed below, whether under a legal obligation or voluntarily, publish them on their website with sufficient time before the General Shareholders' Meeting, even when their publication is not mandatory:
a) Report on the auditor's independence.
Complies ☒ Complies Partially ☐ Explain ☐
Complies ☒ Explanation ☐
And that such requirements and procedures promote attendance and the exercise of shareholder rights in a non-discriminatory manner.
That when a verified shareholder has exercised his right to make additions to the agenda or to make new proposals to it with sufficient time in advance of the General Shareholders' Meeting, the company:
a) Immediately distributes the additions and new proposals.
Complies ☐ Complies Partially ☐ Explanation ☐ Not Applicable ☒
And that in pursuit of the company's interest, in addition to complying with applicable law and rules and in engaging in conduct based on good faith, ethics and a respect for commonly accepted best practices, it seeks to reconcile its own company interests, when appropriate, with the interests of its employees, suppliers, clients and other stakeholders, as well as the impact of its corporate activities on the communities in which it operates and the environment.
That the Board of Directors approves a selection policy for directors that:
a) Is concrete and verifiable.
That the resulting prior analysis of the needs of the Board of Directors is contained in the supporting report from the appointments committee published upon a call from the General Shareholders' Meeting submitted for ratification, appointment or reelection of each director.
And that the selection policy for directors promotes the objective that by the year 2020 the number of female directors accounts for at least 30% of the total number of members of the Board of Directors.
The appointments committee will annually verify compliance with the selection policy of directors and explain its findings in the Annual Corporate Governance Report.
Complies ☒ Complies Partially ☐ Explain ☐
Complies ☒ Complies Partially ☐ Explain ☐
This criterion may be relaxed:
Nonetheless, when the company does not have a high level of market capitalisation or in the event that it is a large cap company with one shareholder or a group acting in a coordinated manner who together control more than 30% of the company's capital, the number of independent directors represents at least one third of the total number of directors.
That companies publish and update the following information regarding directors on the company website:
a) Professional profile and biography.
The dismissal of independent directors may also be proposed as a result of a public takeover bid, merger or similar transaction entailing a change in the shareholder structure of the company, provided that such changes in the structure of the Board are the result of the proportionate representation criteria provided for in Recommendation 16.
And that should a director be indicted or tried for any of the offences set out in company law legislation, the Board of Directors must investigate the case as soon as possible and, based on the particular situation, decide whether the director should continue in his or her post. And that the Board of Directors must provide a reasoned written account of all these events in its Annual Corporate Governance Report.
Furthermore, when the Board of Directors makes significant or repeated decisions about which the director has serious reservations, the director should draw the
appropriate conclusions and, in the event the director decides to resign, explain the reasons for this decision in the letter referred to in the next recommendation.
This recommendation also applies in the case of the secretary of the Board of Directors, despite not being a director.
Complies ☐ Complies Partially ☐ Explanation ☐ Not Applicable ☒
And that the Regulations of the Board establish the maximum number of company Boards on which directors may sit.
The Company does not consider it necessary to establish a maximum number of company Boards on which directors may sit since, prior to the appointment or re-election of directors the availability of candidates is reviewed, as provided for in the Selection Policy for Directors. The Company considers that this availability analysis achieves the same objective pursued by Recommendation 25, i.e. to make sure that Directors will devote sufficient time to collect information, be aware of the reality of the company and the evolution of its business, and participate in Board meetings and Commissions of which they are members, if any.
In fact, no Director sits in more than two Board of Directors of public companies, as indicated in paragraph C.1.11 of this report.
The Regulations of the Board of Directors establish a minimum of six meetings. In fiscal year 2019 it was not necessary to increase this number to meet the needs of the company, having taken place a total of SEVEN (7) meetings, one of them in writing and without a face-to-face session.
Likewise, Article 25 of the Regulations of the Board of Directors states that the obligations of Directors include asking persons with capacity to call meetings to call an extraordinary meeting of the Board or to include such items as they deem appropriate in the agenda of the next meeting to be held.
In any case, at the beginning of each fiscal year, the Board examines, proposes and approves the schedule of meetings for the next year, taking into account the needs of the Company.
When, under exceptional circumstances, the chairman wishes to bring urgent matters for decision or resolution before the Board of Directors which do not appear on the agenda, prior express agreement of a majority of the directors shall be necessary, and said consent shall by duly recorded in the minutes.
The Company considers that, given the absence of an Executive Chairman since December 2016, the figure of a Coordinating Director is not mandatory. Nevertheless, in line with current best practices, it decided to maintain the figure of a Coordinating Director, although the functions assigned to the Director do not entirely match the content in the recommendation, with the Director being especially empowered to: (i) request the convening of meetings of the Board of Directors or the inclusion of new items on the agenda for a meeting already convened, (ii) coordinate and arrange meetings with external directors, and (iii) lead, if appropriate, the periodic appraisal of the Chairman of the Board of Directors. These powers do not entirely match the powers included in the recommendation.
recommendations regarding good governance contained in this Good Governance Code and which are applicable to the company.
The Board of Directors in full session should conduct an annual evaluation, adopting, when necessary, an action plan to correct weaknesses detected in:
a) The quality and efficiency of the Board of Director's operation.
In order to perform its evaluation of the various committees, the Board of Directors will take a report from the committees themselves as a starting point and for the evaluation of the Board, a report from the appointments committee.
Every three years, the Board of Directors will rely upon the assistance of an external advisor for its evaluation, whose independence shall be verified by the appointments committee.
Any business relationships between the external advisor or any member of the advisor's group and the company or any company within its group shall be specified in the Annual Corporate Governance Report.
The process and the areas evaluated shall be described in the Annual Corporate Governance Report.
Complies ☐ Complies Partially ☐ Explanation ☐ Not Applicable ☒
Complies ☒ Complies Partially ☐ Explanation ☐ Not Applicable ☐
With respect to information systems and internal control:
a. Supervise the preparation and integrity of financial information relative to the company and, if applicable, the group, monitoring compliance with governing rules and the appropriate application of consolidation and accounting criteria.
b. Ensure the independence and effectiveness of the unit charged with the internal audit function; propose the selection, appointment, re-election and dismissal of the head of internal audit; draft a budget for this department; approve its goals and work plans, making sure that its activity is focused primarily on material risks to the company; receive periodic information on its activities; and verify that senior management takes into account the conclusions and recommendations of its reports.
c. Establish and supervise a mechanism that allows employees to report confidentially and, if appropriate, anonymously, any irregularities with important consequences, especially those of a financial or accounting nature, that they observe in the company.
In relation to the external auditor:
a. In the event that the external auditor resigns, examine the circumstances which caused said resignation.
b. Ensure that the remuneration paid to the external auditor for its work does not compromise the quality of the work or the auditor's independence.
c. Ensure that the company files a relevant fact with the CNMV when there is a change of auditor, along with a statement on any differences that arose with the outgoing auditor and, if applicable, the contents thereof.
d. Ensure that the external auditor holds an annual meeting with the Board of Directors in plenary session in order to make a report regarding the tasks accomplished and regarding the development of its accounting and risks faced by the company.
e. Ensure that the company and the external auditor comply with applicable rules regarding the provision of services other than auditing, the limits on concentration of the auditor's business, and all other rules regarding the auditor's independence.
That the risk control and management policy identify at least:
a) The different types of financial and non-financial risks (among those operational, technological, legal, social, environmental, political and reputational) which the company faces, including financial or economic risks, contingent liabilities and other off-balance sheet risks.
Complies ☒ Complies Partially ☐ Explanation ☐
That under the direct supervision of the audit committee or, if applicable, of a specialised committee of the Board of Directors, an internal control and management function should exist delegated to an internal unit or department of the company which is expressly charged with the following responsibilities:
a) Ensure the proper operation of risk management and control systems and, in particular, that they adequately identify, manage and quantify all material risks that may affect the company.
And that any director may ask the appointments committee to consider potential candidates he or she considers appropriate to fill a vacancy on the Board of Directors.
Complies ☒ Complies Partially ☐ Explanation ☐
That the remuneration committee exercises its functions independently and that, in addition to the functions assigned to it by law, it should be responsible for the following:
a) Propose basic conditions of employment for senior management.
b) Verify compliance with company remuneration policy.
c) Periodically review the remuneration policy applied to directors and senior managers, including remuneration involving the delivery of shares, and guarantee that individual remuneration be proportional to that received by other directors and senior managers.
That the rules regarding composition and operation of supervision and control committees appear in the Regulations of the Board of Directors and that they are consistent with those that apply to mandatory committees in accordance with the recommendations above, including:
a) That they are comprised exclusively of non-executive directors, with a majority of them independent.
a) Verification of compliance with internal codes of conduct and the company's corporate governance rules.
That the corporate social responsibility policy includes principles or commitments which the company voluntarily assumes regarding specific stakeholders and identifies, as a minimum:
a) The objectives of the corporate social responsibility policy and the development of tools to support it.
Complies ☒ Complies Partially ☐ Explanation ☐
Shares may be given to non-executive directors under the condition that they maintain ownership of the shares until they leave their posts as directors. The forgoing shall not apply to shares that the director may be obliged to sell in order to meet the costs related to their acquisition.
And, in particular, that variable remuneration components:
Complies ☒ Complies Partially ☐ Explanation ☐ Not Applicable ☐
Complies ☒ Complies Partially ☐ Explanation ☐ Not Applicable ☐
The Company understands that the recommendation intends to ensure the involvement of Executive Directors in the results of the Company and its performance.
In view of the specific situation and given that the Company is a family-owned business, the distribution of shares to the Executive Director is deemed unnecessary.
Notwithstanding the above, the new Remuneration Policy for Directors, "establishes that remuneration systems may be established that are referenced to the quoted value of the shares or that entail the delivery of shares or option rights over these".
The forgoing shall not apply to shares which the director may need to sell in order to meet the costs related to their acquisition.
Complies ☒ Complies Partially ☐ Explanation ☐ Not Applicable ☐
H.1 If there is any aspect regarding corporate governance in the company or other companies in the group that has not been included in other sections of this report, but which is necessary in order to obtain a more complete and comprehensible picture of the structure and governance practices in the company or group, describe it briefly below.
N/A
H.2 This section may also include any other information, explanation or clarification relating to previous sections of the report, so long as it is relevant and not redundant.
Specifically, state whether the company is subject to any corporate governance legislation other than that prevailing in Spain and, if so, include any information required under this legislation that differs from the data requested in this report.
H.3 The company may also state whether it voluntarily complies with other ethical or best practice codes, whether international, sector-based, or other.
In such a case, name the code in question and the date the company began following it. It should be specifically mentioned that the company adheres to the Code of Good Tax Practices of 20 July 2010.
| Code | Organisation | Scope | Year |
|---|---|---|---|
| ECPAT - Code of Conduct for the Protection of Children from Sexual Exploitation in Travel and Tourism |
The Code International | Global | 2006 |
| Principles of Global Compact | UN Global Compact | Global | 2008 |
| CSR Best Practices and Suitability |
FTSE4 Good Ibex | Spain | 2008 |
| Global Code of Ethics for Tourism |
UNWTO | Global | 2011 |
| Climate change | CDP – Carbon Disclosure Project |
Global | 2011 |
| Social dialogue and employment rights |
IUF-UITA International Trade Unions |
Global | 2013 |
| Paris Agreements | United Nations Conference on Climate Change in Paris (COP21) |
Global | 2015 |
| Corporate Responsibility and Anti-corruption Commission |
International Chamber of Commerce (ICC) |
Global | 2016 |
| World Travel & Tourism Council |
WTTC | Global | 2016 |
Meliá Hotels International adheres to the following ethical or best practice codes:
| Transparency, Governance and Integrity Cluster |
Forética | Spain | 2017 |
|---|---|---|---|
| Climate Change Cluster | Forética | Spain | 2017 |
| Cluster Closingap for the gender gap reduction |
N/A | Spain | 2019 |
Since 2018, Meliá Hotels International has strengthened its link with Global Compact as a signatory company.
The Meliá Hotels International Group has a Code of Ethics that was approved by the Board of Directors in 2012 and which has been updated in 2018.
The Company does not adhere to the Code of Good Tax Practices of 20 July 2010.
This annual corporate governance report has been approved by the Board of Directors of the Company, at its meeting held on February 26, 2020.
Indicate whether there have been directors who voted against or abstained in relation to the approval of this report.
YES ☐ NO ☒

| Ending date of reference financial period: | 31/12/2019 | |
|---|---|---|
| CIF: | A78304516 | |
| Registered name: MELIA HOTELS INTERNATIONAL S.A. |
||
| Registered office: | ||
| GREMIO DE TONELEROS,24 POL.IND. SON CASTELLO (PALMA DE MALLORCA) BALEARES |

A.1. Complete the following table on the company's share capital:
| Date of last | Share capital (€) | Number of | Number of |
|---|---|---|---|
| change | shares | voting rights | |
| 25/04/2016 | 45,940,000.00 | 229,700,000 | 229,700,000 |
Indicate whether there are different classes of shares with different rights attaching thereto:
[ ] Yes
[ √ ] No
A.2. Provide details of direct and indirect holders of significant shareholdings in the company at year end, excluding directors:
| Name or corporate name of |
% of shares carrying voting rights |
% of voting rights through financial instruments |
% of total voting rights |
||
|---|---|---|---|---|---|
| shareholder | Direct | Indirect | Direct | Indirect | |
| HOTELES MALLORQUINES AGRUPADOS S.L. |
10.39 | 0.00 | 0.00 | 0.00 | 10.39 |
| GLOBAL ALPHA CAPITAL MANAGEMENT LTD |
3.02 | 0.00 | 0.00 | 0.00 | 3.02 |
Breakdown of the indirect holding:
| Name or corporate name of indirect shareholder |
Name or corporate name of direct shareholder |
% of shares carrying voting rights |
% of voting rights through financial instruments |
% of total voting rights |
|---|---|---|---|---|

A.3. In the following tables, list the members of the company's Board of Directors with voting rights attaching to shares of the company:
| Name or corporate name of director |
voting rights | % of shares carrying |
% of voting rights through financial instruments |
% of total voting rights |
% of voting rights that can be transmitted through financial instruments |
||
|---|---|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | Direct | Indirect | ||
| DON JUAN ARENA DE LA MORA |
0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| DON GABRIEL ESCARRER JULIA |
0.00 | 5.03 | 0.00 | 0.00 | 5.03 | 0.00 | 0.00 |
| DON LUIS Mª DIAZ DE BUSTAMANTE TERMINEL |
0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| HOTELES MALLORQUINES CONSOLIDADOS S.L. |
23.38 | 0.00 | 0.00 | 0.00 | 23.38 | 0.00 | 0.00 |
| HOTELES MALLORQUINES ASOCIADOS, S.L. |
13.21 | 0.00 | 0.00 | 0.00 | 13.21 | 0.00 | 0.00 |
Breakdown of indirect holding:
| Name or corporate name of director |
Name or corporate name of direct shareholder |
% of shares carrying voting rights |
% of voting rights through financial instruments |
% of total voting rights |
% of voting rights that can be transmitted through financial instruments |
|---|---|---|---|---|---|
| Mr. Gabriel Escarrer Juliá |
Tulipa Inversiones 2018 S.A. |
5.025% | 5.025% |
A.7. State whether any shareholders' agreements affecting the company pursuant to Articles 530 and 531 of the Ley de Sociedades de Capital (Spanish Corporate Enterprises Act) have been reported to the company. If so, briefly describe them and list the shareholders bound by the agreement:
[ ] Yes
[ √ ] No

State whether the company is aware of any concerted actions among its shareholders. If so, provide a brief description:
| [ ] |
Yes |
|---|---|
| [ √ ] | No |
A.9. Complete the following tables on the company's treasury shares:
At year end:
| Number of direct shares | Number of indirect shares (*) | Total % of share capital |
|---|---|---|
| 3,440,825 | 1,49 |
(*) Through:
| Name or corporate name of the direct shareholder | Number of direct shares |
|---|---|
A.11. Estimated free float:
| % | |
|---|---|
| Estimated free float | 43.48 |
A.14. State whether the company has issued securities that are not traded on a regulated EU market.
| [ ] |
Yes |
|---|---|
| [ √ ] | No |

B.4. Give details of attendance at General Shareholders' Meetings held during the year of this report and the two previous years:
| Attendance data | Of which, free float | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Date of General Meeting |
% physically present |
% present by proxy |
% distance voting | % | % distance voting | |||||
| Electronic voting |
Other | Total | physically present |
% present by proxy |
Electronic voting |
Other | Total | |||
| 18/06/2019 | 52.43% | 10.37% | 0.00% | 14.03% | 76.83% | 0.02% | 10.37% | 0.00% | 14.03% | 24.42% |
| 06/06/2018 | 52.38% | 19.91% | 0.00% | 5.00% | 77.29% | 0.00% | 19.91% | 0.00% | 5.00% | 24.91% |
| 08/06/2017 | 52.50% | 35.15% | 0.00% | 0.00% | 8.65% | 0.00% | 35.15% | 0.00% | 0.00% | 35.15% |
| Number of shares required to attend General Shareholders' Meetings | 300 |
|---|---|
| Number of shares required for distance voting | 1 |

C.1.1 Maximum and minimum number of directors established in the Bylaws and the number set by the General Shareholders' Meeting:
| Maximum number of directors | 15 |
|---|---|
| Minimum number of directors | 5 |
| Total number of directors set by the General Shareholders' Meeting | 11 |
| Name or corporate name of director |
Representative | Director category |
Position on the Board |
First appointment date |
Last appointment date |
Election procedure |
|---|---|---|---|---|---|---|
| MS. CARINA SZPILKA LÁZARO |
Independent | DIRECTOR | 25/02/2016 | 23/06/2016 | Resolution at General Shareholders' Meeting |
|
| MR.FERNAND O D´ORNELLAS SILVA |
Independent | COORDINATING DIRECTOR |
13/06/2012 | 08/06/2017 | Resolution at General Shareholders' Meeting |
|
| MR. JUAN ARENA DE LA MORA |
Independent | DIRECTOR | 31/03/2009 | 06/06/2018 | Resolution at General Shareholders' Meeting |
|
| MR. GABRIEL ESCARRER JULIA |
Proprietary | CHAIRMAN | 07/02/1996 | 04/06/2015 | Resolution at General Shareholders' Meeting |
|
| MR.SEBAS TIAN ESCARRER JAUME |
Proprietary | DIRECTOR | 07/02/1996 | 08/06/2017 | Resolution at General Shareholders' Meeting |
|
| MR. GABRIEL ESCARRER JAUME |
Executive | VICECHAIRMAN CEO |
07/04/1999 | 08/06/2017 | Resolution at General Shareholders' Meeting |
|
| MR. FRANCISCO JAVIER CAMPO GARCIA |
Independent | DIRECTOR | 13/06/2012 | 08/06/2017 | Resolution at General Shareholders' Meeting |

| MR. LUIS Mª DIAZ DE BUSTAMANTE TERMINEL |
Independent | SECRETARY DIRECTOR |
30/11/2010 | 08/06/2017 | Resolution at General Shareholders' Meeting |
||
|---|---|---|---|---|---|---|---|
| HOTELES MALLORQUINES CONSOLIDADOS S.L. |
MS. MARIA ANTONIA ESCARRER JAUME |
Proprietary | DIRECTOR | 23/10/2000 | 08/06/2017 | Resolution at General Shareholders' Meeting |
|
| MS. CRISTINA HENRÍQUEZ DE LUNA BASAGOITI |
Independent | DIRECTOR | 18/06/2019 | 18/06/2019 | Resolution at General Shareholders' Meeting |
||
| HOTELES MALLORQUINES ASOCIADOS, S.L. |
MR. ALFREDO PASTOR BODMER |
Proprietary | DIRECTOR | 18/06/2019 | 18/06/2019 | Resolution at General Shareholders' Meeting |
|
| Total number of directors 11 |
State if any directors, whether through resignation, dismissal or any other reason, have left the Board during the period subject to this report:
| Name or corporate name of director |
Director category at time of leaving |
Date of last appointment |
Date director left |
Specialised committees of which he/she was a member |
Indicate whether the director left before the end of the term |
|---|---|---|---|---|---|
| MR. JUAN VIVES CERDA |
Proprietary | 04/06/2015 | 18/06/2019 | Auditing and Compliance Commitee |
NO |
| MR. ALFREDO PASTOR BODMER |
Other External | 04/06/2015 | 18/06/2019 | Auditing and Compliance Commitee |
NO |

| EXECUTIVE DIRECTORS | |||
|---|---|---|---|
| Name or corporate name of director |
Position held in the |
Profile | |
| company's | |||
| MR. GABRIEL ESCARRER JAUME |
organisation Vice Chairman and Chief Executive Officer |
In 1993, Mr. Gabriel Escarrer Jaume graduated in Finance and Business Management from the prestigious Wharton School, University of Pennsylvania (USA). He then worked for 3 years in the International Corporate Finance Department at the Salomon Smith Barney Investment Bank in New York. From there, in 1996, he took part in the successful IPO of Meliá Hotels International, a company founded by his father, Mr. Gabriel Escarrer Juliá, which he joined immediately afterwards, simultaneously working on a tailored postgraduate degree in Business Administration at ESADE, one of the top ten business schools in Europe. Mr. Gabriel Escarrer Jaume led a strong advance in the Company's expansion and technological transformation, providing Meliá with greater corporate strength in an increasingly complex environment in the international tourism sector. As Chief Executive Officer -position to which he was appointed in 1999-, Gabriel Escarrer addressed another important challenge when he launched an extensive renovation plan of the hotel assets, and since then, he has never stopped striving to ensure that Meliá continues to be at the forefront in the Spanish and international hotel sector and its growing presence and international influence Escarrer combines a strong vision and financing approach, supported by its solid training and a career in the field that has led him to be appointed Chairman of the Advisory Council of BBVA in the Levante Region, with the vocation and concerns of a true "hotelier", such as customer focus, innovation in services and experiences, and he is a prescriber of the trends and digitalization that are transforming the industry and the general business environment As Vice Chairman and Chief Executive Officer of Meliá Hotels International since 2009, Gabriel Escarrer has consolidated his leadership through the Company's financial strengthening and the management of an unprecedented cultural and organisational transformation, including a successful digital transformation of the Group, which today is one of the keys to its competitiveness. In 2016, after 60 years at the helm of the Company, the founder became Non Executive Chairman, transferring his executive powers to Gabriel Escarrer Jaume with the unanimous support of the Board of Directors. As the Group's first executive, Escarrer Jaume retains the positions of Vice-Chairman and CEO. As a leader of a responsible, family company, Gabriel Escarrer has always promoted the corporate responsibility and sustainability policy in the social, economic and environmental aspects, as well as the ethics and corporate values that support the performance of a Company which, as the leader and a reference in the industry, has greater public visibility and responsibility. |

% of the Board 9.09
| CONSEJEROS EJECUTIVOS | ||
|---|---|---|
| Name or corporate name of director |
Position held in the company's |
Profile |
| organisation | Thanks to all this, Meliá has been recognized by the agency of the responsible investments SAM, as the 2019 Most Sustainable Hotel Company in the world, as per the ranking established by the prestigious Dow Jones Sustainability Index, leader in Corporate Reputation in the tourism industry according to the prestigious MERCO ranking (a recognition it has achieved for 7 consecutive years). . Escarrer is currently one of the emerging business leaders in his country, where Forbes magazine ranks him in the top 20 Spanish CEOs. In January 2019, Gabriel Escarrer was named Chairman of Exceltur, the Alliance for Tourism Excellence and one of the most important lobbies in the country. As proof of its commitment to the renewal of the sector and its adaptation to current demands, Escarrer has promoted some of the largest projects for the conversion and repositioning of mature tourist destinations in Europe, such as Magaluf, in Mallorca, or Torremolinos in Malaga, and the maritime façade of Palma, among others, after assuming in 2017 the management of the new and spectacular "Palacio de Congresos" in Palma. As the only Group of the top-20 international hoteliers with a holiday background, Melia has consolidated its leadership in the resorts segment and its growing positioning in the urban leisure or "bleisure" segment, and maintains among its priorities an unprecedented boost of internationalization, with a special focus on the main holiday destinations in the world such as the Mediterranean, the Caribbean, Africa and Southeast Asia, where it is already among the leading hotel chains in countries such as Indonesia and Vietnam. |
|
| Total number of executive directors | 1 |
| EXTERNAL PROPRIETARY DIRECTORS | |||
|---|---|---|---|
| Name or corporate name of director |
Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
Profile | |
| MR. GABRIEL ESCARRER JULIA |
TULIPA INVERSIONES 2018, S.A. |
In 1956 Mr. Gabriel Escarrer Juliá was only 21 years old when he founded what is now called the Meliá Hotels International group, by acquiring and managing a 60-room hotel on the island of Majorca, where he was born, and where he still maintains the headquarters of what has now become one of the most successful hotel companies in the world. |

| EXTERNAL PROPRIETARY DIRECTORS | ||
|---|---|---|
| Name or corporate name of director |
Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
Profile |
| Prior to that and for 6 years, Escarrer worked in tour operations, where he had access to the emerging tourism industry, of which he later became a visionary, pioneer and transforming entrepreneur. |
||
| Over his six decades as Chairman, the Group consolidated its leadership in Spain, hub of the vacation travel in Europe, which later was extended to the American Caribbean and Southeast Asia, where today the Group is still growing and is considered as one of the reference companies in the hotel sector. Over these years, Escarrer built strategic alliances that strengthened the Group's positioning in destinations such as Cuba and Indonesia, and in the 1990s, he extended the strategy to urban hotels in Spain, Europe, Asia and Americas, an approach that has led him to be considered one of the drivers of the internationalisation of the Spanish enterprise. One decisive event in the history of the company took place in the 80s, when the Group founded by Escarrer acquired two of the most important hotel chains at that time in Europe: Hotasa and Meliá, which represented the incorporation of nearly 70 hotels in just one year. Thanks to this acquisition, the Group founded by Escarrer achieved national and international presence, as well as a valuable brand recognition. In 1996, the Company's IPO marked a new stage of growth which was strengthened by the Group's strategic plans, and the debut of the second generation of family members in management, marking the beginning of a deep cultural transformation in the Group to address the challenges of the new business environment in the 21st century. |
||
| After emerging stronger from the financial crisis that shook the sector between 2008 and 2013, and after making sure that the Company was in safe hands, Mr. Gabriel Escarrer Juliá resigned its executive powers in December 2016, which were transferred to his son Mr. Gabriel Escarrer Jaume as Vice Chairman and Chief Executive Officer, with the founder becoming Non-Executive Chairman of the Board of Directors and the General Shareholders' Meeting. As a result of its extensive experience in the tourism industry, Mr. Gabriel Escarrer Juliá has received numerous awards which demonstrate its important contribution to national and international hospitality. One of the most important for the founder of Meliá Hotels International was the granting of the Doctor Honoris Causa degree by the Universidad de les Illes Balears (UIB) in December 1988. |

| EXTERNAL PROPRIETARY DIRECTORS | ||
|---|---|---|
| Name or corporate name of director |
Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
Profile |
| In 1998 he received the "Personalidad Turística del Siglo" (Tourism | ||
| Personality of the Century) award winning a large majority in a survey of 300 executives and professionals in the travel industry. |
||
| A year later, he obtained other 3 prestigious awards: "Mejor Empresario de la Construcción y Promoción Inmobiliaria" (Best Entrepreneur in Construction and Real Estate Promotion) awarded by the Máster en Dirección de Empresas Constructoras e Inmobiliarias (M.D.I.) and the 'Actualidad Económica' magazine; Corporate Hotelier of the World, awarded by the well-known American 'Hotels' magazine, and several Lifetime Achievement Awards from prestigious organisations such as the International Hotel Investment Forum, the World Tourism Organisation, or the European Hospitality Awards. In May 2001, Escarrer was elected as member of the exclusive Hall of Fame of the British Travel Industry. His nomination was proposed and supported by some of the most important people in the international tourism industry, as well as relevant members of the Hall of Fame such as Martin Brackenbury (Federation of Tour Operators and Airtours), Richard Branson (Virgin), Michael Bishop (British Midland) and David Crossland (Airtours). That same year, the Chairman of Meliá Hotels International became member of the Hall of Honour at the Conrad N. Hilton of Hotel Management at the University of Houston (USA), sharing honours with Lynn & Ed Hogan (Pleasant Holidays), Alice Sheets Marriott (Marriott Corporation) and Marilyn Carlson Nelson (Carlson Companies.) In 2002, Meliá Hotels International signed an agreement with the Universidad de las Illes Balears (UIB) for the creation of the "Cátedra |
||
| Meliá de Estudios Turísticos" (Melia Chair in Tourism Studies) which, since then, organises an annual "Premio de Estudios Turísticos Gabriel Escarrer" (Gabriel Escarrer Tourism Studies Award). |
||
| Gabriel Escarrer received recognition to his professional career from the CIMET (Ibero-American Conference of Tourism Ministers and Entrepreneurs) and in 2006, coinciding with the 50th anniversary of the Company, he won the "Medalla de les Illes Balears" (Balearic Islands Medal), the highest distinction of the autonomous community, in recognition of his work, and the "Medalla de la Cámara de Comercio de Mallorca, Ibiza y Formentera " (Medal of the Chamber of Commerce of Majorca, Ibiza and Formentera). |

| EXTERNAL PROPRIETARY DIRECTORS | ||
|---|---|---|
| Name or corporate name of director |
Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
Profile |
| In 2011, Escarrer received the Lifetime Achievement Award at the European Hospitality Awards in London, also in recognition of his long career as the founder and promoter of the largest hotel chain in Spain and the third largest in Europe. In 2012 MKG also granted him a lifetime achievement award at the Worldwide Hospitality Awards in Paris, and he won the prestigious Ulysses Award from the OMT for his lifetime achievement. In 2016, Gabriel Escarrer received the Hall of Fame of the Hotel-E Investment Conference, one of the most important international hotel investment forums, and also received the distinction of Honorary Ambassador of Brand Spain. Recognised as one of the key figures in the history of international tourism, Gabriel Escarrer, as Non-Executive Chairman of Meliá Hotels International and Chairman of the Board of Directors and the General Shareholders' Meeting, is still contributing the expertise and know-how acquired over more than 60 years leading the company, and he is still dreaming about the transforming power of tourism in society, an industry that, in his words, "connects countries, crosses borders, and promotes people's social and economic welfare". |

| CONSEJEROS EXTERNOS DOMINICALES | ||
|---|---|---|
| Name or corporate name of director |
Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
Profile |
| MR. SEBASTIAN ESCARRER JAUME |
HOTELES MALLORQUINES AGRUPADOS S.L. |
Sebastián Escarrer is a member of Wharton Board of Overseers since 2013 and he was Chairman of Wharton Board for EMEA (Europe, Africa and Middle East) between 2009 and 2015. Chairman of the Spanish Executive Committee of the International Chamber of Commerce, as well as member of the Commission on Corporate Responsibility and Anti-Corruption and the Executive Board Policy and Commissions Committee. He was Vice-Chairman of Exceltur between 2012 and 2016 - the Spanish Tourist Lobby-, , Chairman of APD Illes Balears and also member of the governing national board. Escarrer is a member of the Premium Brands Fund Advisory Board of the Swiss Bank Pictet and a member of the Advisory Board of Caixabank in the Balearic Islands. As a leader engaged in the fields of tourism, business ethics, education and social responsibility, he is committed to combating the current social and values crisis. Accordingly, he is an active member of various Foundations committed to the improvement of our society, such as the Fundación SERES and the "Fundación Princesa de Girona", being a member of the Board of Trustees, the Audit Committee, the Executive Committee of the Board of Trustees and responsible for the Working Group on Education of the said foundation. He is graduate from ICADE and Master from Wharton of the University of Pennsylvania with three Majors: Business Strategy, Finance and Multinational Management. He worked for several multinationals in USA and London, such as Coca-Cola Corporation (Boston), IBM Corporation (New York), First Boston Corporation (New York and London) Hyatt International (London) or The Mac Gemini Group (Madrid). Sebastián Escarrer is member of the Board of Directors of Meliá Hotels International with 19 years of experience as executive for the multinational, joining the family business in 1993. In 1994 he was appointed Chief Executive Officer, a position he held for 16 years while in 1997, he was appointed as Vice-Chairman of Sol Meliá for 15 years. During those years he led the refinancing of Sol Group, its transformation into Sol Meliá and the successful IPO of the Company in 1996. He also led various key processes for the growth and strengthening of the Company, such as the diversification of the business and the creation and incorporation of new brands. Sebastián Escarrer has won several awards for his career in the tourism and financial industries, including his designation as one of the 100 leading businessmen of the 21st century by the 9 World Economic Forum in Davos. Also, in 1997 the prestigious American magazine 'Travel Agent' selected him as Personality of the Year in Latin America, and a year later named him Personality of the Year in Europe. In 2002, Sebastián Escarrer won the |

| CONSEJEROS EXTERNOS DOMINICALES | ||
|---|---|---|
| Name or corporate name of director |
Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
Profile |
| "Mejor Empresario de Baleares" (Best Entrepreneur of Balearic Islands) award granted by the magazine 'Actualidad Económica'. In 2018 he received the award "Merchant of Peace" of the International Chamber of Commerce. |
||
| HOTELES MALLORQUINES CONSOLIDADOS S.L. |
MS. MARIA ANTONIA ESCARRER JAUME |
Mrs. María Antonia Escarrer Jaume studied in prestigious schools such as ESASDE, EADA and Cornell University, where he completed studies related mainly to Marketing and Human Resources. She specialised in the development of leadership and managerial competencies, promoting programmes of Management Development, Leadership, Marketing and Negotiation. Trained by the IE Business School as an executive coach and as an ontological Senior Coach by Newfield Consulting, she is ACC accredited by ICF (International Coaching Federation). Maria Antonia Escarrer held various positions at Melia, innovating policies and business processes. From 1991 to 1994 she joined the General Directorate of Marketing, period in which she implemented the Communication, Loyalty and Market Research policy, as well as the introduction of Marketing plans into the business units. From 1996 to April 2000 she was in charge of the General Directorate of Human Resources, she was involved in the introduction of performance and competency-based management as well as the definition, implementation and development of the different aspects of the Company's remuneration policies. She participated in the design of training and career plans and the implementation and coordination of all aspects related to the organisational structure. Between 2005 and 2011, she was responsible for the General Directorate of Sustainability, developing the social action department towards a General Directorate of Sustainability and making sustainability as a strategic line of action within the Company. Since October 2000, she is member of the Board of Directors of Meliá Hotels International and the Appointments and Remuneration Committee. She is also an expert in Transpersonal Mindfulness by the Escuela Transpersonal. Currently and since 2012, she works as coach at an executive and personal level specialised in accompanying professionals in times of career change |

| HOTELES MALLORQUINES ASOCIADOS, S.L. |
MR. ALFREDO PASTOR BODMER |
Bachelors Degree in Economic Sciences Ph D in Economics, Massachusetts Institute of Technology, Doctor in Economic Sciences. Professor of Economic Theory since 1976, he has held different positions since 1980 as Professor of Economics, Boston University (1980-1981), Country Economist, World Bank (1981-1983), Director in Planning , INI (1983-84), Director General, INI (1984-85), Chairman, ENHER (1985-90), Counselor of the Bank of Spain (1990-93), Director of the Family Business Institute (1992-93), Secretary of State for the Economy (1993 - 95), Director Instituto de la Empresa Familiar (IESE): Extraordinary Professor (1996-97) and Ordinary Professor (1997 - 2015); Chair of Spain, CEIBS (since 2000), Dean of CEIBS (China Europe International Business School), Shanghai, China (2001-2004), Chair of Emerging Economies, Banco Sabadell, 2009. |
|---|---|---|
| He is currently a member of the Board of Directors of Meliá Hoteles International, Copcisa and Bansabadell Inversión, having previously been part of other Boards such as of Miquel y Costas e Hidroeléctrica del Cantábrico, among others. Author of multiple publications, he received in 2011 the Conde de Godó Award. |
| Total number of proprietary directors | 4 |
|---|---|
| % of the Board | 36,36 |
| EXTERNAL INDEPENDENT DIRECTORS | ||
|---|---|---|
| Name or corporate name of director |
Profile | |
| MS. CARINA SZPILKA LÁZARO |
Degree in Economic and Business Sciences from ICADE E-2 and Executive MBA from Instituto de Empresa in Madrid. |
|
| She has held positions at Santander Investment, Argentaria (currently, BBVA) and ING Direct between 1991 and 2013, being the CEO of ING Direct in France for the last five years and then in Spain. |
||
| She has also developed her activity as volunteer as Vice-Chairman of Unicef Spain and as member of the Board of Trustees of Fundación Create. |
||
| She is currently Independent Director of Abanca, Grifols and Meliá Hotels International; founding member and Chairman of K Fund Venture Capital and Chairman of ADigital. She has received numerous awards, including: "Mujer Directiva del Año" (Female Director of the Year) award, Fedepe (2011), "Premio a la carrera fulgurante" (The Brilliant Career Award), ICADE (2012), "Medalla de oro del forum alta dirección" (Gold Medal of Senior Management Forum) (2012), "Premio Emprendedores al Mejor Directivo del año" (Entrepreneurs Award to the Best Director of the Year) (2013), "Premio #ElTalento Cinco Días al Talento Ejecutivo" (Cinco Días #TheTalent Award for Executive Talent) (2014), "Premio a la Excelencia Profesional" (Award for Professional Excellence), ADigital (2014) and Eisenhower Innovation Fellow, (2014). |
||
| MR. FERNANDO D ´ORNELLAS SILVA |
Degree in Law and Economics from ICADE-E and MBA from IESE in Barcelona (International Section), from 1983 to 1985 he worked as Deputy Financial Director at Johnson & Johnson Spain. Also, he has held several positions within the Bergé Group since 1985, Chief Financial Officer at Toyota Spain until 1992, Chief Executive Officer at Chrysler Spain from 1992 to 2004, Chairman of Chrysler Portugal from 1997 to 2012, Chairman of Chrysler Colombia from 2010 to 2012, Chairman of KIA for Argentina, |

| Name or corporate name of director |
Profile | |||
|---|---|---|---|---|
| Peru and Portugal from 2004 to 2012, Chairman at Mitsubishi Motor Peru from 2010 to 2012, Vice-Chairman of Mitsubishi Motors Chile from 2001 to 2012, Vice-Chairman of SKBergé Latin America from 2001 to 2012, Chairman of Bergé Automotive from 2004 to 2012 and Chief Executive Officer at Bergé Group from 2007 to 2012. Since 2004 he has held, among others, the following positions: member of the Board of Directors, Chairman of the Remuneration Committee between 2007 and 2009, and Chairman of the Audit Committee of ENDESA S.A. in 2009. Member of the Board of Directors and Chairman of the Audit Committee between 2007 and 2009 and Director in charge of supervising the activities of subsidiaries in Peru, Colombia, Argentina and Brazil for ENDESA CHILE. Member of the Board of Directors (2013-2015) and Chairman of the Audit Committee (2014-2015) of DINAMIA. Vice-Chairman of the Asociación de Nacional de Importadores de Automóviles, Camiones, Autobuses y Motocicletas from 2004 to 2012. Founding member of the Fundación España-Chile and Fundación España-Perú in 2011 and 2012. Member of the Fundación Consejo España-China y España-Japón, Adviser for Mitsubishi Corporation in the acquisition of shares in Acciona Termosolar, S.A. in 2010 and 2011, and Vice-Chairman of the Real Club de la Puerta de Hierro between 2006 and 2010. He has been a member of the Advisory Board of WILLIS IBERIA between March 2013 and December 2017. Currently, he is member of the Board of Directors since June 2012, Coordinating Director, Chairman of the Audit and Compliance Committee and member of the Appointments and Remuneration Committee at Meliá Hotels International S.A. He is member of the Board of Directors of Prosegur since April 2016, , Chairman of the Auditors and Compliance Committee (since April 2017) and Member of the Appointments and Remuneration Committee. Senior Advisor Spain and Latam for Mitsubishi Corporation since March 2013; Senior Advisor Spain and Latam for Lazard Financial Advisers S.A. since June 2013. Member of the International Advisory Board of Hispanic Society of America and its representative for Spain, member of the Advisory Board of the Real Club de la Puerta de Hierro since 2010 and Vice-Chairman of the International Board of the Madrid Teatro Real since 2015 and member of the Executive Committee at the Fundación Board Spain-Japan since 2017. |
||||
| MR. JUAN ARENA DE LA MORA |
Ph.D. in Engineering from ICAI, Mr. Juan Arena graduated in Business Science from ICADE, and also in Psychology, and he holds a diploma in Tax Studies and completed the AMP at Harvard Business School. Member of the Board of Meliá Hotels International Chairman of the Professional Council of ESADE, member of the International Advisory Board of Everis and Advisory Board of Marsh; Operating Partner of Advent International Corporation, member of the Board of Directors of Deusto Business School. Member of the Executive Committee of Fundación SERES and Chairman of its Governance Committee. He has been a member of the Board and Executive Chairman of Bankinter, Board member of Ferrovial, and Almirall Laboratories of UBS España, TPI, Everis, Dinamia and Prisa, Chairman of the Advisory Council of Panda, Consulnor, member of the Board of Trustees of ESADE and of the Advisory Board of Spencer Stuart, Wold Advisory Board and professor of Harvard Business School and IESE. He was awarded the "Gran Cruz de la Orden del Mérito Civil" (Grand Cross of the Order of Civil Merit) for his contribution to research and development of the Information Society. |

| Industrial Engineer from the Universidad Politécnica de Madrid, he began his career in 1980 | |
|---|---|
| MR. FRANCISCO | at Arthur Andersen. |
| JAVIER CAMPO GARCIA |
In 1985 he joined Día Group, where for 24 years he has held the position of World Chairman |
| of the Dia International Group and he was also a member of the Carrefour Group's Global | |
| Executive Committee for 15 years. | |
| Since 2009 until November 2014, he was Chairman of the Zena group, the leading multi | |
| brand restaurant chain company in Spain. The group comprises five brands: Foster's | |
| Hollywood, La Vaca Argentina, Cañas y Tapas, Domino's Pizza and Burger King. | |
| He has also been Chairman of the Cortefiel Group (Cortefiel, Springfield, WomenSecret) from | |
| 2014 to 2016. He is currently Chairman of AECOC (Association of Fast-Moving Consumer | |
| Goods Companies) which represents more than 20% of the Spanish GDP and has more than | |
| 29,000 associated companies. He is member of the Board of Directors of Bankia and | |
| Chairman of its Advisory Committee on Risks, he is also member of the Board of Directors of | |
| Meliá Hotels International, member of the Advisory Board of the Palacios Food Group, | |
| member of the Advisory Board of AT Kearney, and member of the Advisory Board of | |
| Azkoyen. He is also member of the Board of Trustees of Fundación ITER, honorary member | |
| of Fundación Carlos III, vocal member of Fundación Bankia and board member of A.P.D. | |
| (Asociación para el Progreso de la Dirección). | |
| Name or corporate name of director |
Profile |
|---|---|
| MR. LUIS Mª DIAZ DE BUSTAMANTE TERMINEL |
Born in Torrelavega (Cantabria, Spain) on 25 August 1952. Graduated in Law from the Universidad Complutense de Madrid. Practising lawyer since 1975 and Partner of the law firm Isidro D. Bustamante (since 1942 – 1980/2018). His professional career is mainly focused on the areas and practice of civil, trade and civil procedural and international law, as well as on consultancy services for entrepreneurs and corporations. |
| MS. CRISTINA HENRÍQUEZ DE LUNA BASAGOITI |
Mrs. Cristina Henríquez de Luna Basagoiti has a Degree in Law and Economics from the University Pontificia de Comillas of Madrid (ICADE-2). |
| At present she is Chairman and General Manager in Spain and Responsible for Iberia and Israel for GlaxoSmithKline (GSK), where in the past she has held several financial positions (SVP Finances). |
|
| Before joining GSK she worked for Procter & Gamble, where she held the post of General Director for Finances and Accounts, International Operations for Western Europe (2006 a 2010), as well as other financial positions since 1989, when she joined as financial analyst. |
|
| She is also an independent Board Member of Applus Services since July 2016, and a member of the Auditors Committee of the same entity. Vice-Chairman of the Fundación Ciencias de la Salud and member of the Governance Board and Board of Directors of Farmaindustria. |
| Total number of independent directors | 6 |
|---|---|
| % of the Board | 54,55 |

State whether any independent director receives from the company or any company in the group any amount or benefit other than compensation as a director, or has or has had a business relationship with the company or any company in the group during the past year, whether in his or her own name or as a significant shareholder, director or senior executive of a company that has or has had such a relationship.
If applicable, include a statement by the Board explaining why it believes that the director in question can perform his or her duties as an independent director.
| Name or corporate name of the director | Description of the relationship | Statement of the Board |
|---|---|---|
| OTHER EXTERNAL DIRECTORS | ||||||
|---|---|---|---|---|---|---|
| The other external directors will be identified and the reasons why they cannot be considered proprietary or independent and their links, whether with the company, its directors, or its shareholders, will be detailed: |
||||||
| Name or corporate name of the director |
Reasons | Company, manager or shareholder with whom it maintains |
Profile | |||
| the link |
| Número total de otros consejeros externos | N.A. |
|---|---|
| % sobre el total del consejo | N.A. |
State any changes in category that have occurred during the period for each director:
| Name or corporate name of the director |
Date of change | Previous category | Current category |
|---|---|---|---|
C.1.4 Complete the following table with information on the number of female directors at the close of the past four years, as well as the category of each.
| Number of female directors | % of directors for each category |
|||||||
|---|---|---|---|---|---|---|---|---|
| Year 2019 | Year 2018 | Year 2017 | Year 2016 | Year 2019 | Year 2018 | Year 2017 | Year 2016 | |
| Executive | 0.00 | 0.00 | 0.00 | 0.00 | ||||
| Proprietary | 1 | 1 | 1 | 1 | 25.00 | 25.00 | 25.00 | 25.00 |
| Independent | 2 | 1 | 1 | 1 | 33.33 | 20.00 | 20.00 | 20.00 |

| Number of female directors | % of directors for each category |
|||||||
|---|---|---|---|---|---|---|---|---|
| Year 2019 | Year 2018 | Year 2017 | Year 2016 | Year 2019 | Year 2018 | Year 2017 | Year 2016 | |
| Other External | 0.00 | 0.00 | 0.00 | 0.00 | ||||
| Total | 3 | 2 | 2 | 2 | 27.27 | 18.18 | 18.18 | 18.18 |
C.1.11 List, where appropriate, any legal-person directors or representatives of legal-person directors of your company, who are members or representatives of legal-person members of the Board of Directors of other companies listed on official securities markets other than group companies, who have communicated that status to the company:
| Name or corporate name of director |
Name of listed company |
Position |
|---|---|---|
| MS. CARINA SZPILKA LÁZARO | GRIFOLS S.A. | DIRECTOR |
| MR. FERNANDO D´ORNELLAS SILVA | PROSEGUR S.A. | DIRECTOR |
| MR. FRANCISCO JAVIER CAMPO GARCIA |
BANKIA S.A. | DIRECTOR |
| MS. CRISTINA HENRÍQUEZ DE LUNA BASAGOITI |
APPLUS SERVICES, S.A. | DIRECTOR |
C.1.13 State the overall remuneration of the Board of Directors:
| Board remuneration in financial year (thousand euros) | 3,398 |
|---|---|
| Amount of vested pension interests for current directors (thousand euros) |
|
| Amount of vested pension interests for former members (thousand euros) |

C.1.14 Identify senior management staff who are not executive directors and their total remuneration accrued during the year:
| Name or corporate name | Position(s) | |
|---|---|---|
| MR. GABRIEL CÁNAVES PICORNELL | CHIEF HUMAN RESOURCES OFFICER | |
| MS. PILAR DOLS COMPANY | CHIEF FINANCIAL OFFICER | |
| MR. JUAN IGNACIO PARDO GARCIA | CHIEF LEGAL & COMPLIANCE OFFICER | |
| MR. ANDRE PHILIPPE GERONDEAU | CHIEF OPERATING OFFICER | |
| MR. MARK MAURICE HODDINOTT | CHIEF REAL ESTATE OFFICER | |
| MR. JOSÉ LUÍS ALCINA JAUME | Internal Audit VP | |
| Total senior management remuneration (thousand euros) | 4,837 |

C.1.15 State whether the regulations of the Board have been amended during the financial year:
| [ √ ] | Yes | |
|---|---|---|
| [ | ] | No |
C.1.21 Explain whether there are any specific requirements, other than those relating to directors, to be appointed as chairman of the Board of Directors.
| [ √ ] | Yes |
|---|---|
| [ ] |
No |
C.1.23 State whether the Bylaws or the Regulations of the Board establish any term limits for independent directors other than those required by law::
| [ | ] | Yes |
|---|---|---|
| Number of Board meetings | 7 |
|---|---|
| Number of Board meetings without the chairman |
Indicate the number of meetings held by the coordinating director with the other directors, where there was neither attendance nor representation of any executive director:
Number of meetings 0
Indicate the number of meetings held by each committee of the Board during the year:
| 10 |
|---|
| 8 |

C.1.26 Indicate the number of meetings held by the Board of Directors during the year and the data on attendance by its members.
| Number of meetings with on-site attendance of at least 80% of directors | 6 |
|---|---|
| % of on-site attendance over total votes during the year | 87.87 |
| Number of meetings with on-site attendance or representations by proxy made with specific instructions of all directors |
7 |
| % of votes cast with on-site attendance and representations by proxy made with specific instructions of all directors |
100.00 |
[ ] No
Identify, where applicable, the person(s) who certified the individual and consolidated financial statements of the company for preparation by the Board:
| Nombre | Cargo |
|---|---|
| MS. PILAR DOLS COMPANY | CHIEF FINANCIAL OFFICER |
| MR. GABRIEL ESCARRER JAUME | VICECHAIRMAN AND CEO |
C.1.29 Is the secretary of the Board also a director?
[ √ ] Ys
[ ] No
If the Secretary is not a director, fill in the following table:
| Outgoing Auditor | Incoming Auditor | |
|---|---|---|
| PricewaterhouseCoopers, S.L. | Deloitte, S.L. |

If there has been any disagreement with the outgoing auditor, provide an explanation thereof:
[ √ ] Yes [ ] No
C.1.32 State whether the audit firm provides any non-audit services to the company and/or its group and, if so, the fees paid, and the corresponding percentage of total fees invoiced to the company and/or its group:
| [ √ ] | Yes |
|---|---|
| ------- | ----- |
[ ] No
| Company | Group Companies |
Total | |
|---|---|---|---|
| Amount invoiced for non-audit services (thousand euros) |
150 | 48 | 198 |
| Amount invoiced for non audit services/total amount invoiced by the audit firm (in %) |
39.55 | 7.03 | 18.58 |
[ √ ] No
C.1.34 State the number of consecutive years the current audit firm has been auditing the individual and/or consolidated annual accounts of the company. Likewise, state the number of years audited by the current audit firm as a percentage of the total number of years that the annual accounts have been audited:
| Individuals | Consolidated | |
|---|---|---|
| Number of consecutive years | 1 | 1 |
| Individuals | Consolidated | |
| Number of years audited by current audit firm/Number of years the company or its group have been audited (%) |
0.04 | 0.04 |
[ ] No

S Although according to Article 17 of the Regulations of the Board, meetings shall be called a minimum of three days before the day on which the meeting is to be held and the call to meeting shall include the session's agenda along with the relevant information properly summarised and prepared, unless there are exceptional circumstances, the information shall be made available to Directors (8) eight days before the meeting is held.
Furthermore, Article 22 of the Regulations of the Board establishes that Directors have the broadest powers to receive information on any aspect of the Company, to examine its books, records and documents and other evidence of the company's transactions and to inspect all its facilities.
Exercise of the powers of information shall be channeled through the Chairman or the Secretary of the Board of Directors, who will attend to the requests of the director by providing him/her with the information directly, offering appropriate interlocutors at the appropriate level in the organisation or establishing such measures so as to enable him/her to conduct the desired examinations in situ.
C.1.39 Identify individually for directors, and generally in other cases, and provide detail of any agreements made between the company and its directors, executives or employees containing compensation or golden parachute clauses in the event of resignation or dismissal or termination of employment without cause following a takeover bid or any other type of transaction.
| Beneficiary Description of the agreement: In 2015, the Chief Executive Officer signed a contract with the Company for Act, which, in relation to compensation, provides: - Post-contract non-compete agreement, for one year, with the Company's commitment to pay the Chief Executive Officer one year's total of the contract. If the Chief Executive Officer breaches the post-contract non compete obligation, he must return to the Company any amounts received in this connection and compensate the Company with an amount equivalent to 150% of the amount received in this connection. - Termination of contract: termination of service of the Chief Enterprises Act, in which case he must place his position at the disposal of CEO the Board of Directors and, where appropriate, execute immediately his dismissal from office. - Compensation: The Chief Executive Officer shall be compensated with an amount equal to one year's total annual remuneration, under the following circumstances: - Unilateral termination by the Chief Executive Officer: due to serious |
Nº Beneficiary: | 1 | |
|---|---|---|---|
| under the contract or to a substantial modification of his functions, powers or service conditions for reasons not attributable to the Chief Executive Officer. - Unilateral termination by the Company: not due to a serious and negligent breach by the Chief Executive Officer of the duties of loyalty, diligence or good faith or any which he must perform his function. |
the provision of services pursuant to Article 249 of the Corporate Enterprises annual remuneration under the conditions in force at the time of termination Executive Officer shall take place in the cases contemplated in the Corporate and negligent breach by the Company of its contractual obligations of those established by law, according to |
Also, following the recommendations of the United Code of Good

| Also, following the recommendations of the United Code of Good |
|---|
| Governance of the CNMV, during the year 2019 the aforementioned |
| service provision contract was modified, in order to include a clawback |
| clause. |
State if these contracts have been communicated to and/or approved by the management bodies of the company or its group. If so, specify the procedures, expected events and nature of the bodies responsible for their approval or for communicating this:
| Board of Directors | General Shareholders' Meeting |
|
|---|---|---|
| Body authorising the clauses | √ | |
| Yes | No | |
| Are these clauses notified to the General Shareholders' |
√ | |
| Meeting? |
C.2.1 Give details of all committees of the Board of Directors, their members and the proportion of executive, proprietary, independent and other external directors that comprise them:
| Auditing and compliance Committee | ||||
|---|---|---|---|---|
| Name | Position | Category | ||
| MS. CARINA SZPILKA LÁZARO | MEMBER | Independient | ||
| MR. FERNANDO D´ORNELLAS SILVA | CHAIRMAN | Independient | ||
| MR. JUAN ARENA DE LA MORA | MEMBER | Independient | ||
| MR. FRANCISCO JAVIER CAMPO GARCIA | MEMBER | Independient |
| % of executive directors | 0.00 |
|---|---|
| % of proprietary directors | 0.00 |
| % of independent directors | 100.00 |
| % of other external | 0.00 |

Identify the directors who are member of the audit committee and have been appointed taking into account their knowledge and experience in accounting or audit matters, or both, and state the date that the Chairman of this committee was appointed.
| Name of directors with experience |
MR. FERNANDO D´ORNELLAS SILVA |
|---|---|
| Date of appointment of the chairman in office |
23/06/2016 |
| Appointments and Remuneration Committee | |||||
|---|---|---|---|---|---|
| Name | Position | Category | |||
| MR. FERNANDO D´ORNELLAS SILVA | MEMBER | Independient | |||
| MR. FRANCISCO JAVIER CAMPO GARCIA | CHAIRMAN | Independient | |||
| MR. LUIS Mª DIAZ DE BUSTAMANTE TERMINEL | MEMBER | Independient | |||
| HOTELES MALLORQUINES CONSOLIDADOS S.L. | MEMBER | Propietary |
| % of executive directors | 0.00 |
|---|---|
| % of proprietary directors | 25.00 |
| % of independent directors | 75.00 |
| % of other external | 0.00 |
C.2.2 Complete the following table with information regarding the number of female directors who were members of Board committees at the close of the past four years:
| Number of female directors |
||||||||
|---|---|---|---|---|---|---|---|---|
| Year 2019 | Year 2018 | Year 2017 | Year 2016 | |||||
| Number | % | Number | % | Number | % | Number | % | |
| Auditing and compliance Committee |
1 | 20.00 | 1 | 20.00 | 1 | 20.00 | 0 | 0.00 |
| Appointments and Remuneration Committee |
1 | 25.00 | 1 | 25.00 | 1 | 25.00 | 1 | 25.00 |
D.2. Detail those significant transactions by their amount or relevant for their matter carried out between the company or entities of their group, and the significant shareholders of the company.
| Name or corporate name of significant shareholder |
Name or corporate name of the company or its group company |
Nature of the relationship |
Type of transaction |
Amount (thousand euros) |
|---|---|---|---|---|
| TULIPA INVERSIONES 2018, S.A. |
Meliá Hotels International S.A. |
Contractual | Reception of Services |
317 |
| TULIPA INVERSIONES 2018, S.A. |
Infinity Vacations Dominicana |
Contractual | Reception of Services |
285 |
| TULIPA INVERSIONES 2018, S.A. |
Desarrolladora Hotelera del Norte |
Contractual | Reception of Services |
108 |
| TULIPA INVERSIONES 2018, S.A. |
Inversiones Areito, S.A.S. |
Contractual | Reception of Services |
69 |
| TULIPA INVERSIONES 2018, S.A. |
Sol Meliá Italia S.R.L. |
Contractual | Reception of Services |
6 |
| TULIPA INVERSIONES 2018, S.A. |
Corporación Hotelera Hispano Mexicana, S.A. |
Contractual | Reception of Services |
28 |
| TULIPA INVERSIONES 2018, S.A. |
Desarrollos Sol, S.A.S. |
Contractual | Operational lease contracts |
185 |
| TULIPA INVERSIONES 2018, S.A. |
Desarrollos Sol, S.A.S. |
Contractual | Reception of Services |
407 |

D.3. State any transactions that are significant because of their amount or relevant because of their subject matter, carried out between the company or its group companies, and the directors or managers of the company:
| Name or corporate name of director or manager |
Name or corporate name of the related party |
Relationship | Type of transaction | Amount (thousand euros) |
|---|---|---|---|---|
| MR. JUAN VIVES CERDA |
Meliá Hotels International S.A. |
Commercial | Provision of services |
158 |
| MR. JUAN VIVES CERDA |
Meliá Hotels International S.A. |
Commercial | Receipt of services |
3 |
| MR. JUAN VIVES CERDA |
Prodigios Interactivos S.A. |
Commercial | Provision of services |
108 |
| MR. JUAN VIVES CERDA |
Prodigios Interactivos S.A. |
Commercial | Receipt of services |
15 |
D.4. Report any material transactions carried out by the company with other entities belonging to the same group, provided that these are not eliminated in the preparation of the consolidated financial statements and do not form part of the company's ordinary business activities in terms of their purpose and conditions.
In any case, list any intragroup transaction conducted with entities in countries or territories which are considered tax havens:
| Name of the group company |
Brief description of the transaction | Amount (thousand euros) |
|---|---|---|
| Sol Meliá Funding | Assignment of the customer portfolio of American companies in the vacation club segment to Sol Meliá Funding for its management |
91 |
| Sol Meliá Funding | Modification of the inter-group loan agreement with the parent company, in line with the centralised cash management policy |
5.171 |
D.5. List any material transactions between the company or its group companies and other related parties, not recorded under the previous items.
| Name of the group company |
Brief description of the transaction | Amount (thousand euros) |
|---|---|---|
| N.A. |
D.7. Is there more than one company in the group listed in Spain?

Indicate the degree of monitoring of the company with respect to the recommendations of the Code of good governance of listed companies.
In the event that any recommendation is not followed or partially followed, a detailed explanation of its reasons should be included so that shareholders, investors and the market in general have sufficient information to assess the company's behavior. General explanations will not be acceptable.
Complies [ X ] Explanation [ ]
Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
Complies [ X ] Complies Partially [ ] Explanation [ ]
And that the company has made such a policy public through its web page, including information related to the manner in which said policy has been implemented and the identity of contact persons or those responsible for implementing it.
Complies [ X ] Complies Partially [ ] Explanation [ ]

And that whenever the Board of Directors approves any issuance of shares or convertible securities without pre-emptive rights the company immediately publishes reports on its web page regarding said exclusions as referenced in applicable company law.
Complies [ ] Complies Partially [ ] Explanation [ X ]
The Company submitted to the General Shareholders' Meeting held on 4 June 2015 a proposal for delegation of powers allowing an increase capital and the issuance of bonds. Although the amounts subject to approval exceed the percentage indicated in the recommendation, as explained in the relevant reports (which are available to shareholders), this power was considered to be necessary to raise on the stock markets the funds necessary for the appropriate management of company interests, giving the Board the broadest capacity to respond. The possibility of exclusion of pre-emptive rights is a power that must be analysed and applied in each specific case, depending on the specific conditions for the issuance. Likewise, the approved authorisation is within the legal maximum.
Also, indicate that the Company has not made use of the aforementioned authorization and that for the General Meeting of Shareholders of the year 2020 the renewal of the same is foreseen, pending the date of issuance of this report the setting of the conditions (including the percentage of capital stock) of the delegation to be submitted for approval by the Board.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]

And that such requirements and procedures promote attendance and the exercise of shareholder rights in a nondiscriminatory manner.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Immediately distributes the additions and new proposals.
Publishes the attendance card credential or proxy form or form for distance voting with the changes such that the new agenda items and alternative proposals may be voted upon under the same terms and conditions as those proposals made by the Board of Directors.
Submits all of these items on the agenda or alternative proposals to a vote and applies the same voting rules to them as are applied to those drafted by the Board of Directors including, particularly, assumptions or default positions regarding votes for or against.
Communicates a breakdown of the results of said additions or alternative proposals after the General Shareholders' Meeting.
Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
And that in pursuit of the company's interest, in addition to complying with applicable law and rules and in engaging in conduct based on good faith, ethics and a respect for commonly accepted best practices, it seeks to reconcile its own company interests, when appropriate, with the interests of its employees, suppliers, clients and other stakeholders, as well as the impact of its corporate activities on the communities in which it operates and the environment.
Complies [ X ] Complies Partially [ ] Explanation [ ]

Complies [ X ] Explanation [ ]
That the Board of Directors approves a selection policy for directors that:
a) Is concrete and verifiable.
That the resulting prior analysis of the needs of the Board of Directors is contained in the supporting report from the appointments committee published upon a call from the General Shareholders' Meeting submitted for ratification, appointment or re-election of each director.
And that the selection policy for directors promotes the objective that by the year 2020 the number of female directors accounts for at least 30% of the total number of members of the Board of Directors.
The appointments committee will annually verify compliance with the selection policy of directors and explain its findings in the Annual Corporate Governance Report.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]
This criterion may be relaxed:
In large cap companies in which interests that are legally considered significant are minimal. In companies where a diversity of shareholders is represented on the Board of Directors without ties among them.
Complies [ X ] Explanation [ ]

Nonetheless, when the company does not have a high level of market capitalisation or in the event that it is a large cap company with one shareholder or a group acting in a coordinated manner who together control more than 30% of the company's capital, the number of independent directors represents at least one third of the total number of directors.
Complies [ X ] Explanation [ ]
Professional profile and biography.
Any other Boards to which the director belongs, regardless of whether the companies are listed, as well as any other remunerated activities engaged in, regardless of type.
Category of directorship, indicating, in the case of proprietary directors, the shareholder that they represent or to which they are connected.
The date of their first appointment as a director of the company's Board of Directors, and any subsequent re-election.
The shares and options they own.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]

The dismissal of independent directors may also be proposed as a result of a public takeover bid, merger or similar transaction entailing a change in the shareholder structure of the company, provided that such changes in the structure of the Board are the result of the proportionate representation criteria provided for in Recommendation 16.
Complies [ X ] Explanation [ ]
And that should a director be indicted or tried for any of the offences set out in company law legislation, the Board of Directors must investigate the case as soon as possible and, based on the particular situation, decide whether the director should continue in his or her post. And that the Board of Directors must provide a reasoned written account of all these events in its Annual Corporate Governance Report.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Furthermore, when the Board of Directors makes significant or repeated decisions about which the director has serious reservations, the director should draw the appropriate conclusions and, in the event the director decides to resign, explain the reasons for this decision in the letter referred to in the next recommendation.
This recommendation also applies in the case of the secretary of the Board of Directors, despite not being a director.
Complies [ X ] Complies Partially [ ] Explanation [ ] Not Applicable [ ]

Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
And that the Regulations of the Board establish the maximum number of company Boards on which directors may sit.
Complies [ ] Complies Partially [ X ] Explanation [ ]
The Company does not consider it necessary to establish a maximum number of company Boards on which directors may sit since, prior to the appointment or re-election of directors the availability of candidates is reviewed, as provided for in the Selection Policy for Directors. The Company considers that this availability analysis achieves the same objective pursued by Recommendation 25, i.e. to make sure that Directors will devote sufficient time to collect information, be aware of the reality of the company and the evolution of its business, and participate in Board meetings and Commissions of which they are members, if any.
In fact, no Director sits in more than two Board of Directors of public companies, as indicated in paragraph C.1.11 of this report.
Complies [ ] Complies Partially [ X ] Explanation [ ]
The Regulations of the Board of Directors establish a minimum of six meetings. In fiscal year 2019 it was not necessary to increase this number to meet the needs of the company, having taken place a total of SEVEN (7) meetings, one of them in writing and without a faceto-face session.
Likewise, Article 25 of the Regulations of the Board of Directors states that the obligations of Directors include asking persons with capacity to call meetings to call an extraordinary meeting of the Board or to include such items as they deem appropriate in the agenda of the next meeting to be held.
In any case, at the beginning of each fiscal year, the Board examines, proposes and approves the schedule of meetings for the next year, taking into account the needs of the Company.
Complies [ X ] Complies Partially [ ] Explanation [ ]

Complies [ ] Complies Partially [ X ] Explanation [ ] Not Applicable [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Explanation [ ] Not applicable [ ]
When, under exceptional circumstances, the chairman wishes to bring urgent matters for decision or resolution before the Board of Directors which do not appear on the agenda, prior express agreement of a majority of the directors shall be necessary, and said consent shall by duly recorded in the minutes.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]

Complies [ ] Complies Partially [ X ] Explanation [ ] Not Applicable [ ]
The Company considers that, given the absence of an Executive Chairman since December 2016, the figure of a Coordinating Director is not mandatory. Nevertheless, in line with current best practices, it decided to maintain the figure of a Coordinating Director, although the functions assigned to the Director do not entirely match the content in the recommendation, with the Director being especially empowered to: (i) request the convening of meetings of the Board of Directors or the inclusion of new items on the agenda for a meeting already convened, (ii) coordinate and arrange meetings with external directors, and (iii) lead, if appropriate, the periodic appraisal of the Chairman of the Board of Directors. These powers do not entirely match the powers included in the recommendation.
Complies [ X ] Explanation [ ]
The quality and efficiency of the Board of Director's operation.
The performance and composition of its committees.
Diversity of membership and competence of the Board of Directors.
Performance of the chairman of the Board of Directors and the chief executive officer of the company. Performance and input of each director, paying particular attention to those in charge of the various Board
committees.
In order to perform its evaluation of the various committees, the Board of Directors will take a report from the committees themselves as a starting point and for the evaluation of the Board, a report from the appointments committee.
Every three years, the Board of Directors will rely upon the assistance of an external advisor for its evaluation, whose independence shall be verified by the appointments committee.
Any business relationships between the external advisor or any member of the advisor's group and the company or any company within its group shall be specified in the Annual Corporate Governance Report.
The process and the areas evaluated shall be described in the Annual Corporate Governance Report.
Complies [ X ] Complies Partially [ ] Explanation [ ]


Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ] Not Applicable [ ]

With respect to information systems and internal control:
a. Supervise the preparation and integrity of financial information relative to the company and, if applicable, the group, monitoring compliance with governing rules and the appropriate application of consolidation and accounting criteria.
b. Ensure the independence and effectiveness of the unit charged with the internal audit function; propose the selection, appointment, re-election and dismissal of the head of internal audit; draft a budget for this department; approve its goals and work plans, making sure that its activity is focused primarily on material risks to the company; receive periodic information on its activities; and verify that senior management takes into account the conclusions and recommendations of its reports.
c. Establish and supervise a mechanism that allows employees to report confidentially and, if appropriate, anonymously, any irregularities with important consequences, especially those of a financial or accounting nature, that they observe in the company.
In relation to the external auditor:
a. In the event that the external auditor resigns, examine the circumstances which caused said resignation.
b. Ensure that the remuneration paid to the external auditor for its work does not compromise the quality of the work or the auditor's independence.
c. Ensure that the company files a relevant fact with the CNMV when there is a change of auditor, along with a statement on any differences that arose with the outgoing auditor and, if applicable, the contents thereof.
d. Ensure that the external auditor holds an annual meeting with the Board of Directors in plenary session in order to make a report regarding the tasks accomplished and regarding the development of its accounting and risks faced by the company.
e. Ensure that the company and the external auditor comply with applicable rules regarding the provision of services other than auditing, the limits on concentration of the auditor's business, and all other rules regarding the auditor's independence.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]

Complies [ X ] Complies Partially [ ] Explanation [ ] Not Applicable [ ]
The different types of financial and non-financial risks (among those operational, technological, legal, social, environmental, political and reputational) which the company faces, including financial or economic risks, contingent liabilities and other off-balance sheet risks.
Fixing of the level of risk the company considers acceptable.
Measures identified in order to minimise identified risks in the event they occur. Internal control and information systems to be used in order to control and manage identified risks, including contingent liabilities and other off-balance sheet risks.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Ensure the proper operation of risk management and control systems and, in particular, that they adequately identify, manage and quantify all material risks that may affect the company.
Actively participate in the creation of the risk strategy and in important decisions regarding risk management. Ensure that the risk management and control systems adequately mitigate risks as defined by policy issued by the Board of Directors.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]

Complies [ ] Explanation [ ] Not Applicable [ X ]
And that any director may ask the appointments committee to consider potential candidates he or she considers appropriate to fill a vacancy on the Board of Directors.
Complies [ X ] Complies Partially [ ] Not Applicable [ ]
Propose basic conditions of employment for senior management. Verify compliance with company remuneration policy.
Periodically review the remuneration policy applied to directors and senior managers, including remuneration involving the delivery of shares, and guarantee that individual remuneration be proportional to that received by other directors and senior managers.
Ensure that potential conflicts of interest do not undermine the independence of external advice rendered to the Board.
Verify information regarding remuneration paid to directors and senior managers contained in the various corporate documents, including the Annual Report on Director Remuneration.
Complies [ X ] Complies Partially [ ] Not Applicable [ ]
Complies [ X ] Complies Partially [ ] Not Applicable [ ]

Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
Complies [ X ] Complies Partially [ ] Explanation [ ]
42 / 45

Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Explanation [ ]
Shares may be given to non-executive directors under the condition that they maintain ownership of the shares until they leave their posts as directors. The forgoing shall not apply to shares that the director may be obliged to sell in order to meet the costs related to their acquisition.
Complies [ X ] Complies Partially [ ] Explanation [ ]
43 / 45

And, in particular, that variable remuneration components:
Complies [ X ] Complies Partially [ ] Explanation [ ] Not Applicable [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ] Not Applicable [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ] Not Applicable [ ]
Complies [ ] Complies Partially [ ] Explanation [ X ] Not Applicable [ ]
The Company understands that the recommendation intends to ensure the involvement of Executive Directors in the results of the Company and its performance.
In view of the specific situation and given that the Company is a family-owned business, the distribution of shares to the Executive Director is deemed unnecessary.
Notwithstanding the above, the new Remuneration Policy for Directors, establishes that remuneration systems may be established that are referenced to the quoted value of the shares or that entail the delivery of shares or option rights over these".
44 / 45

The forgoing shall not apply to shares which the director may need to sell in order to meet the costs related to their acquisition.
Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
Complies [ X ] Complies Partially [ ] Explanation [ ] Not Applicable [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ] Not Applicable [ ]
Indicate whether there have been directors who voted against or abstained in relation to the approval of this report.
[ ] Yes [ √ ] No
We state that the data included in this statistical annex coincide and are consistent with the descriptions and data included in the annual corporate governance report published by the company.


| Note 1. Corporate In formation 366 | |
|---|---|
| Note 2. Ba sis of Presentation of the Con solidated Annual Accounts 366 | |
| Note 3. Accounting Policies 377 | |
| Note 4. Financial Risk Management Policies 390 | |
| Note 5. Scope of Con solidation 394 | |
| Note 6. Segment Reporting 399 | |
| Note 7 . Other Income and Ex pen ses 4 03 | |
| Note 8. Earnings per Share 406 | |
| Note 9. Intangible Assets4 07 | |
| Note 10. Pr operty , Plant and Equipment 409 | |
| Note 11. Inv estment Pr operty 411 | |
| Note 12. Inv estments Measured Using the Equ ity Method 413 | |
| Note 13. Other Financial in struments 416 | |
| Note 14. Non-Current Assets Held for Sale 423 | |
| Note 15. Current Assets423 | |
| Note 16. Equity425 | |
| Note 17. Other Non-Current Liabilities 429 | |
| Note 18. Lea ses 431 | |
| Note 19. Trade Creditors and Other Payables433 | |
| Note 20. Tax Situation433 | |
| Note 21. Information on Related Parties 437 | |
| Note 22. Contingent A ssets and Liabilities 441 | |
| Note 23. Other Information4 42 | |
| Note 24. Ev ents after the Reporting Da te………………………………………………………………………………………………………………444 | |
| Annex 1. Subsidiaries 445 | |
| Annex 2. Associates and Joint Ventures 447 |
| (Thousand €) | Note | 31/12/2019 | 31/12/2018 | 01/01/2018 |
|---|---|---|---|---|
| (Restated) | (Restated) | |||
| NON-CURRENT ASSETS | ||||
| Goodwill | 9 | 72,267 | 67,999 | 60,714 |
| Other intangible assets | 9 | 73,408 | 76,372 | 67,660 |
| Property, Plant and Equipment | 10 | 1,923,267 | 1,851,194 | 1,676,072 |
| Right of use | 18 | 1,251,255 | 1,064,130 | 1,172,344 |
| Investment property | 11 | 116,267 | 149,437 | 135,900 |
| Investments measured using the equity method | 12 | 212,711 | 197,817 | 229,644 |
| Other non-current financial assets | 13.1 | 168,281 | 140,551 | 172,835 |
| Deferred tax assets | 20.2 | 297,298 | 302,555 | 285,383 |
| TOTAL NON-CURRENT ASSETS | 4,114,756 | 3,850,054 | 3,800,552 | |
| CURRENT ASSETS | ||||
| Non-Current Assets Held for Sale | 14 | 56,081 | ||
| Inventories | 15.1 | 29,260 | 26,492 | 34,079 |
| Trade and other receivables | 15.2 | 194,077 | 249,076 | 270,967 |
| Current tax assets | 20.2 | 39,577 | 28,870 | 54,961 |
| Other current financial assets | 13.1 | 49,046 | 41,097 | 48,684 |
| Cash and other cash equivalents | 15.3 | 328,944 | 312,902 | 331,885 |
| TOTAL CURRENT ASSETS | 640,904 | 714,519 | 740,577 | |
| TOTAL GENERAL ASSETS | 4,755,660 | 4,564,573 | 4,541,129 | |
| EQUITY | ||||
| Share capital | 16.1 | 45,940 | 45,940 | 45,940 |
| Share premium | 16.1 | 1,107,135 | 1,119,301 | 1,120,303 |
| Reserves | 16.2 | 443,037 | 431,873 | 392,882 |
| Treasury shares | 16.3 | (28,191) | (16,025) | (15,023) |
| Retained earnings | 16.4 | (325,355) | (430,458) | (456,488) |
| Translation differences | 16.5 | (110,515) | (133,101) | (145,638) |
| Other measurement adjustments | 16.5 | (2,558) | (2,148) | (1,704) |
| Profit/(loss) for the year attributed to parent company | 8 | 112,898 | 147,094 | 123,923 |
| NET EQUITY ATTRIBUTED TO THE PARENT COMPANY | 1,242,392 | 1,162,477 | 1,064,194 | |
| Non-controlling shareholdings | 16.6 | 43,638 | 41,935 | 17,972 |
| TOTAL NET EQUITY | 1,286,030 | 1,204,412 | 1,082,166 | |
| NON-CURRENT LIABILITIES | ||||
| Bonds and other negotiable securities | 13.2 | 33,951 | 33,835 | |
| Bank loans | 13.2 | 786,923 | 719,949 | 644,515 |
| Lease liabilities | 18 | 1,264,282 | 1,126,410 | 1,268,926 |
| Other non-current financial liabilities | 13.2 | 12,212 | 14,961 | 9,414 |
| Capital grants and other deferred income | 17.1 | 350,593 | 368,535 | 387,039 |
| Provisions | 17.2 | 29,805 | 40,199 | 33,456 |
| Deferred tax liabilities | 20.2 | 221,888 | 203,239 | 190,295 |
| TOTAL NON-CURRENT LIABILITIES | 2,699,654 | 2,507,127 | 2,533,645 | |
| CURRENT LIABILITIES | ||||
| Bonds and other negotiable securities | 13.2 | 172 | 51,526 | 71,610 |
| Bank loans | 13.2 | 100,343 | 115,066 | 209,482 |
| Lease liabilities | 18 | 172,012 | 151,006 | 123,107 |
| Trade creditors and other payables | 19.1 | 424,472 | 452,823 | 422,893 |
| Current tax liabilities | 20.2 | 7,675 | 7,066 | 17,496 |
| Other current liabilities | 13.2 | 65,301 | 75,546 | 80,731 |
| TOTAL CURRENT LIABILITIES | 769,976 | 853,034 | 925,318 | |
| TOTAL GENERAL LIABILITIES AND NET EQUITY | 4,755,660 | 4,564,573 | 4,541,129 |
| (Thousand €) | Note | 2019 | 2018 (Restated) |
|---|---|---|---|
| Operating income | 1,789,538 | 1,819,505 | |
| Results from assets sale | 11,211 | 11,810 | |
| Total Operating income and Results from assets sale | 7.1 | 1,800,748 | 1,831,315 |
| Supplies | 7.2 | (199,035) | (190,785) |
| Staff costs | 7.3 | (523,918) | (526,644) |
| Other expenses | 7.4 | (579,301) | (592,173) |
| Total Operating expenses | (1,302,255) | (1,309,602) | |
| EBITDAR (*) | 498,494 | 521,713 | |
| Leases | 18.2 | (20,584) | (20,815) |
| EBITDA (*) | 6.1 | 477,910 | 500,898 |
| Depreciation and impairment | 7.5 | (122,329) | (117,378) |
| Depreciation Right of use | 7.5 | (137,713) | (124,270) |
| Bargain purchase | 7.6 | 4,926 | (379) |
| EBIT (*) | 222,794 | 258,871 | |
| Exchange differences | (12,753) | (8,935) | |
| Borrowings | (33,069) | (31,762) | |
| Financial expense leases | (41,381) | (43,515) | |
| Other financial income | 14,417 | 15,223 | |
| Net financial income | 7.7 | (72,786) | (68,989) |
| Profit /(Loss) from companies carried by the equity method | 12 | 6,303 | 5,320 |
| NET INCOME BEFORE TAX | 156,312 | 195,203 | |
| Income Tax | 20.6 | (34,632) | (43,538) |
| CONSOLIDATED NET INCOME | 121,679 | 151,664 | |
| a) Attributed to the parent company | 8 | 112,898 | 147,094 |
| b) Attributed to minority interests | 16.6 | 8,781 | 4,570 |
| BASIC EARNINGS PER SHARE IN EUROS | 8 | 0.50 | 0.65 |
| DILUTED EARNINGS PER SHARE IN EUROS | 8 | 0.50 | 0.65 |
* Definitions in Note 2.4
| (Thousand €) | Note | 2019 | 2018 (Restated) |
|---|---|---|---|
| Net consolidated income | 121,679 | 151,664 | |
| Other comprehensive income: | |||
| Items that will not be transferred to results | |||
| Other results attributed to equity | 632 | (15,266) | |
| Equity consolidated companies | 12 | 4 | (4,584) |
| Actuarial gains and losses in post-employment plans | 17.2 | (1,165) | (1,962) |
| Total Items that will not be transferred to results | (529) | (21,812) | |
| Items that may be subsequently transferred to results | |||
| Translation differences | 16.5 | 18,289 | 14,910 |
| Cash flow hedges | 13.3 | (1,028) | 75 |
| Equity consolidated companies | 12 | (306) | 55 |
| Tax effect | 20.2 | 257 | (19) |
| Total ittems that may be transferred to results | 17,212 | 15,022 | |
| Total Other comprehensive income | 16,683 | (6,790) | |
| TOTAL COMPREHENSIVE INCOME | 138,362 | 144,875 | |
| a) Attributed to the parent company | 133,563 | 139,222 | |
| b) Attributed to minority interests | 16.6 | 4,799 | 5,652 |
| (Thousand €) | Note | Capital | Share Premium |
Other Reserves |
Treasury Shares |
Retained Earnings |
Measurement Adjustments |
Net Income of Parent Company |
Total Result |
|---|---|---|---|---|---|---|---|---|---|
| NET EQUITY AT 31/12/2017 | 45,940 | 1,120,303 | 392,882 | (15,023) | (277,383) | (147,342) | 123,923 | 1,243,300 | |
| Changes Effect in Accounting Policies | 2.3 | (179,106) | (179,106) | ||||||
| Adjusted opening balance | 45,940 | 1,120,303 | 392,882 | (15,023) | (456,489) | (147,342) | 123,923 | 1,064,194 | |
| Total recognised income and expenses | (1,393) | (18,572) | 12,093 | 147,094 | 139,222 | ||||
| Distribution of dividends | (38,333) | (38,333) | |||||||
| Operations with treasury shares | 16.3 | (1,002) | 1,002 | (1,002) | |||||
| Other operations with shareholders and owners | 5.2 | (1,573) | |||||||
| Operations with owners and shareholders | 0 | (1,002) | (37,331) | (1,002) | (1,573) | (40,908) | |||
| Distribution 2017 net income | 16.4 | 77,070 | 46,853 | (123,923) | |||||
| Other variations | 645 | (677) | |||||||
| Other variations in net equity | 0 | 0 | 77,715 | 0 | 46,176 | 0 | (123,923) | ||
| NET EQUITY AT 31/12/2018 | 45,940 | 1,119,301 | 431,873 | (16,025) | (430,458) | (135,249) | 147,094 | 1,162,477 | |
| Total recognised income and expenses | (1,002) | (510) | 22,176 | 112,898 | 133,563 | ||||
| Distribution of dividends | 8 | (41,705) | (41,705) | ||||||
| Operations with treasury shares | 16.3 | (12,166) | 12,166 | (12,166) | (12,166) | ||||
| Other operations with shareholders and owners | 5.2 | 80 | |||||||
| Operations with owners and shareholders | (12,166) | 12,166 | (12,166) | (41,625) | (53,790) | ||||
| Distribution 2018 net income | 16.4 | 147,094 | (147,094) | ||||||
| Other variations | 143 | ||||||||
| Other variations in net equity | 0 | 147,237 | (147,094) | ||||||
| NET EQUITY AT 31/12/2019 | 45,940 | 1,107,135 | 443,037 | (28,191) | (325,355) | (113,073) | 112,898 | 1,242,392 |
| (Thousand €) | Note | 2019 | 31/12/2018 |
|---|---|---|---|
| (Restated) | |||
| 1. OPERATING ACTIVITIES | |||
| Net Income before tax Result adjustments: |
156,312 | 195,203 | |
| Depreciation and impairment | 9, 10, 18 | 260,041 | 241,648 |
| Profit/(loss) from companies carried by the equity method | 12 | (6,302) | (5,320) |
| Net Financial Income | 7 | 72,786 | 68,988 |
| Negative differences in consolidation | 5 | (4,926) | 379 |
| EBITDA | 477,911 | 500,898 | |
| Other result adjustments | (42,600) | 24,475 | |
| Trade and other receivables | 1,248 | 31,429 | |
| Other assets | (2,196) | (1,222) | |
| Trade creditors and other payables | (23,137) | 12,960 | |
| Other Liabilities | 18,611 | ||
| Income taxes paid | (28,257) | (15,784) | |
| Total net cash flows from operating activities (I) | 382,970 | 571,367 | |
| 2. INVESTMENT ACTIVITIES | |||
| Financial income | 2,388 | 9,393 | |
| Investment (-): | |||
| Investments in associates and joint ventures | (67,842) | ||
| Business combination | 5 | (29,148) | (34,160) |
| Loans to associates and joint ventures | (26,132) | (1,151) | |
| Property, plant and equipment, intangible assets and investment property | 9,10,11 | (107,966) | (230,107) |
| Non-current financial investments | (1,600) | (15,710) | |
| Divestments (+): | |||
| Business combination | 514 | ||
| Loans to associates and joint ventures | 12,294 | ||
| Property, plant and equipment, intangible assets and investment property | 9,10,11 | 25,839 | 76,145 |
| Non-current Assets Held for Sale | 14 | 46,409 | |
| Current financial investments | 18,821 | 12,822 | |
| Total net cash flows from investment activities (II) | (58,580) | (250,608) | |
| 3. FINANCING ACTIVITIES | |||
| Dividend payments (-) | (43,040) | (38,324) | |
| Treasury stock | 16.3 | (12,166) | (1,002) |
| Change in investment | (1,000) | ||
| Debt interest paid (-) | (30,824) | (28,805) | |
| Debt issue | 13.2 | 235,155 | 204,804 |
| Debt redemption and repayment | 13.2 | (253,796) | (287,292) |
| Leases | 18.2 | (190,475) | (174,372) |
| Other financial liabilities (+/-) | (1,317) | ||
| Total net cash flows from financing activities (III) | (297,463) | (324,991) | |
| 4. GROSS INCREASE/ DECREASE IN CASH OR EQUIVALENTS (I+II+III) | 26,927 | (4,232) | |
| 5. Effect of exchange rate changes in cash or equivalents (IV) | (10,679) | (14,751) | |
| 6. Effect of changes in the scope of consolidation (V) | (206) | 0 | |
| 7. NET INCREASE/ DECREASE IN CASH AND CASH EQUIVALENTS (I+II+III-IV+VI) | 16,042 | (18,983) | |
| 8. Cash and cash equivalents at the beginning of the year | 312,902 | 331,885 | |
| 9. Cash and cash equivalents at the year end (7+8) | 328,944 | 312,902 |
The parent or controlling company, Meliá Hotels International, S.A., is a Spanish public limited company that was incorporated in Madrid on 24 June 1986 under the registered name of Investman, S.A. On 1 June 2011 the General Shareholders' Meeting approved the change of name to Meliá Hotels International, S.A. In 1998 the Company moved its registered address to Calle Gremio Toneleros, 24, Palma de Mallorca.
Meliá Hotels International, S.A. and its subsidiaries and associates (hereinafter, the "Group" or the "Company") form a Group comprising companies that are mainly engaged in tourist activities, in general, and more specifically, in the management and operation of hotels under ownership, lease, management or franchise arrangements, as well as in vacation club operations. The Group is also engaged in the promotion of all types of businesses related to the tourist and hotel industry or leisure and recreational activities, as well as the participation in the creation, development and operation of new businesses, establishments or companies, in the tourist and hotel industry or any other leisure or recreational business. Likewise, some companies within the Group carry out real estate activities by taking advantage of the synergies obtained in hotel development as a result of the massive expansion process undertaken.
In any event, all those activities that special laws reserve for companies which meet certain requirements that are not met by the Company are expressly excluded from the corporate purpose; in particular, the activities that the law restricts to Collective Investment Institutions or to Stock Market intermediary firms are excluded.
With over 60 years of history, Meliá Hotels International has consolidated its international presence with more than 326 hotels in more than 40 countries. With a solid experience in seven brands to attend the different demands of its customers, which asserts its leadership in vacation hotel industry and leisure, Meliá Hotels International aims to position itself amongst the world's leading hotel groups in the upper-medium segment, as well as to be recognised as a world leader in terms of excellence, responsibility and sustainability.
The Meliá Hotels International Group presents its consolidated annual accounts in accordance with the International Financial Reporting Standards (IFRS) and their interpretations (IFRIC) in force at 31 December 2019, published by the International Accounting Standards Board (IASB) and adopted by the European Union.
These consolidated annual accounts are formulated by the Board of Directors of the parent company and are pending approval by the General Shareholders' Meeting, and they are expected to be approved without changes.
The figures on the Balance Sheet, Income Statement, Statement of Comprehensive Income, Statement of Changes in Equity, Cash Flow Statement, and the accompanying Notes to the accounts, all of them in consolidated form, are stated in Euro, rounded to thousands, except where otherwise indicated.
The Group's consolidated annual accounts have been prepared on a historical cost basis, i.e. the fair value of the consideration given or received for goods and services; except for those items listed under the headings 'investment property', 'derivative financial instruments' and 'financial assets at fair value through profit or loss', which are measured at fair value (see Note 4.6). It should be mentioned that the balances from the Venezuelan Group companies have been restated at current cost, in accordance with IAS 29, since Venezuelan economy is considered as hyperinflationary (see Note 3.15).
This fiscal year, the Group has adopted the standards approved by the European Union whose application was not obligatory in 2018.
The accounting policies applied are consistent with those of the previous year, considering the adoption of the standards and interpretations mentioned in the paragraph above and, except as described below regarding IFRS 16 and IFRIC 23, they have no greater impact on the consolidated financial statements or the financial position of the Group.
On 1 January 2019, the new regulations on leases (IFRS 16) entered into force, which have significant impacts on the composition of assets and liabilities and on the structure of the consolidated income statement of the Group, as well as on the cash flow statement.
IFRS 16 introduces new requirements in relation to the accounting for leases and significant changes therein, thereby removing the distinction between operating and finance leases, and requiring the recognition of a right of use and a lease liability on the date of commencement of all the leases (with exceptions regarding terms of less than one year and low value of the underlying asset). In contrast to the accounting for the lessees, the requirements for the accounting by the lessor remain without significant changes.
The Group's portfolio, at the year end, includes 102 hotels operated by various subsidiaries under lease, mainly in European cities; as well as 42 agreements, the underlaying assets of which are mainly offices and vehicles.
The Company has adopted the standard for its 2019 financial statements under the retrospective approach, which involves the recovery of the payment commitments undertaken under each of the lease agreements concluded from their respective dates of signature. For such recovery, the Group has calculated an incremental financing rate by homogeneous contract portfolio, based on the commencement or renewal date, country and term. The average of such rates used on the date of initial implementation was 3.4% in Spain, 2.65 % in EMEA and 3.12% in America.
Note 2.3 includes details of the restatement of the consolidated balance sheets as at 31/12/2018 and 01/01/2018, as well as the consolidated income statement and consolidated cash flow statements. The accounting policies, estimates and criteria established by the Company for the implementation of this Standard are broken down in Note 3.12.
Note 18 provides information about the balances and changes of right-of-use assets, as well as lease liabilities. Moreover, mention is made to those payments made which are not included in the discount calculations, such as variable payments based on the hotel performance or payments linked to short-term agreements or low value.
This standard is effective for years beginning after January 1, 2019 and provides clarification on how to apply the requirements of recognition and measurement of IAS 12 "Income Taxes" when there is uncertainty about the income tax treatments. In these circumstances, the entity will reflect the effect of the uncertainty when determining the taxable profit (tax loss), tax bases, unused tax losses and unused tax credits and tax rates. The Company has analysed the possible uncertain tax treatments and the implementation of this interpretation has not had significant impact on the consolidated annual accounts except for classification purposes (see Note 2.3).
The standards issued prior to the formulation date of these consolidated annual accounts and which will enter into force in subsequent dates are the following:
It is not expected that the adoption of the abovementioned standards will have significant impacts on the Group's financial statements.
These consolidated Annual Accounts have been prepared on the basis of the internal accounting records of the parent company, Meliá Hotels International, S.A., and the accounting records of the rest of the companies included in the scope of consolidation as detailed in Annex 1 and Annex 2, duly adjusted according to the accounting principles established in the IFRS; and fairly present the equity, financial position and results of operations of the Company.
These consolidated annual accounts include the figures for year 2019 and, for comparison purposes, those for year 2018, of each of the items in the balance sheet, income statement, statement of comprehensive income, statement of changes in equity and the cash flow statement. The comparative amounts for 2018 regarding the quantitative information appearing in the notes to the consolidated annual accounts are also included.
As stated in Note 2.1, in 2018 there have been changes in the accounting policies applied by the Meliá Group which require the restatement of the comparative information related to year 2018, due to the entry into force of IRFS 16 and IFRIC 23.
The tables below reflect the impacts of such restatements on the consolidated financial statements drawn up for 2018, in relation to the comparative information presented in this fiscal year.
As for the consolidated balance sheet, the reconciliation as at 1 January and 31 December 2018 is broken down as follows:
| (Thousand €) | 01/01/2018 | IFRS 16 | IFRIC23 | 01/01/2018 (Restated) |
31/12/2018 | IFRS 16 | IFRIC23 | 31/12/2018 (Restated) |
|---|---|---|---|---|---|---|---|---|
| NON-CURRENT ASSETS | ||||||||
| Goodwill | 60,714 | 0 | 60,714 | 67,999 | 67,999 | |||
| Other intangible assets | 102,194 | (34,533) | 67,660 | 107,588 | (31,217) | 76,372 | ||
| Property, Plant and Equipment | 1,682,040 | (5,968) | 1,676,072 | 1,856,801 | (5,608) | 1,851,194 | ||
| Right of use | 0 | 1,172,344 | 1,172,344 | 1,064,130 | 1,064,130 | |||
| Investment property | 135,900 | 0 | 135,900 | 149,437 | 149,437 | |||
| Investments measured using the equity method | 229,644 | 0 | 229,644 | 197,817 | 197,817 | |||
| Other non-current financial assets | 173,550 | (716) | 172,835 | 141,217 | (665) | 140,551 | ||
| Deferred tax assets | 220,291 | 65,092 | 285,383 | 239,781 | 62,774 | 302,555 | ||
| TOTAL NON-CURRENT ASSETS | 2,604,332 | 1,196,220 | 3,800,552 | 2,760,640 | 1,089,414 | 3,850,054 | ||
| CURRENT ASSETS | ||||||||
| Non-Current Assets Held for Sale | 0 | 0 | 56,081 | 0 | 56,081 | |||
| Inventories | 34,079 | 0 | 34,079 | 26,492 | 0 | 26,492 | ||
| Trade and other receivables | 270,967 | 0 | 270,967 | 249,076 | 0 | 249,076 | ||
| Current tax assets | 54,961 | 0 | 54,961 | 28,870 | 0 | 28,870 | ||
| Other current financial assets | 48,684 | 0 | 48,684 | 41,097 | 0 | 41,097 | ||
| Cash and other cash equivalents | 331,885 | 0 | 331,885 | 312,902 | 0 | 312,902 | ||
| TOTAL ACTIVO CORRIENTE | 740,577 | 740,577 | 714,519 | 714,519 | ||||
| TOTAL GENERAL ASSETS | 3,344,908 | 1,196,220 | 4,541,129 | 3,475,159 | 1,089,414 | 4,564,573 |
| (Thousand €) | 01/01/2018 | IFRS 16 | IFRIC23 | 01/01/2018 (Restated) |
31/12/2018 | IFRS 16 | IFRIC23 | 31/12/2018 (Restated) |
|---|---|---|---|---|---|---|---|---|
| EQUITY | ||||||||
| Share capital | 45,940 | 45,940 | 45,940 | 45,940 | ||||
| Share premium | 1,120,303 | 1,120,303 | 1,119,301 | 1,119,301 | ||||
| Reserves | 392,882 | 392,882 | 431,873 | 431,873 | ||||
| Treasury shares | (15,023) | (15,023) | (16,025) | (16,025) | ||||
| Retained earnings | (277,383) | (179,106) | (456,488) | (251,352) | (179,106) | (430,458) | ||
| Translation differences | (145,638) | (145,638) | (133,570) | 469 | (133,101) | |||
| Other measurement adjustments | (1,704) | (1,704) | (2,148) | (2,148) | ||||
| Profit/(loss) for the year attributed to parent company | 123,923 | 123,923 | 140,079 | 7,016 | 147,094 | |||
| NET EQUITY ATTRIBUTED TO THE PARENT COMPANY | 1,243,300 | (179,106) | 1,064,194 | 1,334,097 | (171,620) | 1,162,477 | ||
| Non-controlling shareholdings | 26,556 | (8,584) | 17,972 | 50,107 | (8,172) | 41,935 | ||
| TOTAL NET EQUITY | 1,269,856 | (187,690) | 1,082,166 | 1,384,204 | (179,793) | 1,204,412 | ||
| NON-CURRENT LIABILITIES | ||||||||
| Bonds and other negotiable securities | 33,835 | 33,835 | ||||||
| Bank loans | 644,515 | 644,515 | 719,949 | 719,949 | ||||
| Lease liabilities | 1,268,926 | 1,268,926 | 1,126,410 | 1,126,410 | ||||
| Other non-current financial liabilities | 9,414 | 9,414 | 14,961 | 14,961 | ||||
| Capital grants and other deferred income | 387,039 | 387,039 | 368,535 | 368,535 | ||||
| Provisions | 42,507 | (3,694) | (5,358) | 33,456 | 57,293 | (3,168) | (13,927) | 40,199 |
| Deferred tax liabilities | 184,938 | 5,358 | 190,295 | 189,312 | 13,927 | 203,239 | ||
| TOTAL NON-CURRENT LIABILITIES | 1,268,412 | 1,265,233 | 2,533,645 | 1,383,885 | 1,123,242 | 2,507,127 | ||
| CURRENT LIABILITIES | ||||||||
| Bonds and other negotiable securities | 71,610 | 71,610 | 51,526 | 51,526 | ||||
| Bank loans | 209,482 | 209,482 | 115,066 | 115,066 | ||||
| Lease liabilities | 123,107 | 123,107 | 151,006 | 151,006 | ||||
| Trade creditors and other payables | 443,275 | (20,382) | 422,893 | 474,009 | (21,186) | 452,823 | ||
| Current tax liabilities | 17,496 | 17,496 | 7,066 | 7,066 | ||||
| Other current liabilities | 64,778 | 15,953 | 80,731 | 59,402 | 16,144 | 75,546 | ||
| TOTAL CURRENT LIABILITIES | 806,640 | 118,678 | 925,318 | 707,070 | 145,964 | 853,034 | ||
| TOTAL GENERAL LIABILITIES AND NET EQUITY | 3,344,908 | 1,196,220 | 4,541,129 | 3,475,159 | 1,089,414 | 4,564,573 |
There follows the reconciliation of the income statement for year 2018:
| (Thousand €) | 2018 | IFRS 16 | 2018 (Restated) |
|---|---|---|---|
| Operating income | 1,819,505 | 1,819,505 | |
| Results from assets sale | 11,810 | 11,810 | |
| Total Operating income and Results from assets sale | 1,831,315 | 1,831,315 | |
| Supplies | (190,785) | (190,785) | |
| Staff costs | (526,644) | (526,644) | |
| Other expenses | (594,237) | 2,065 | (592,173) |
| Total Operating expenses | (1,311,667) | 2,065 | (1,309,602) |
| EBITDAR | 519,648 | 2,065 | 521,713 |
| Leases | (193,122) | 172,307 | (20,815) |
| EBITDA | 326,526 | 174,372 | 500,898 |
| Depreciation and impairment | (120,600) | 3,222 | (117,378) |
| Depreciation Right of use | (124,270) | (124,270) | |
| Bargain purchase | (379) | (379) | |
| EBIT (*) | 205,548 | 53,323 | 258,871 |
| Exchange differences | (8,935) | (8,935) | |
| Borrowings | (31,762) | (31,762) | |
| Financial expense leases | (43,515) | (43,515) | |
| Other financial income | 15,223 | 15,223 | |
| Net financial income | (25,473) | (43,515) | (68,989) |
| Profit /(Loss) from companies carried by the equity method | 5,320 | 5,320 | |
| NET INCOME BEFORE TAX | 185,395 | 9,808 | 195,203 |
| Income Tax | (41,158) | (2,380) | (43,538) |
| CONSOLIDATED NET INCOME | 144,236 | 7,428 | 151,664 |
| a) Attributed to the parent company | 140,079 | 7,016 | 147,094 |
| b) Attributed to minority interests | 4,158 | 412 | 4,570 |
The following table shows the impacts on the cash flow statement:
| (Thousand €) | 31/12/2018 | IFRS 16 | 31/12/2018 (Restated) |
|---|---|---|---|
| Total net cash flows from operating activities | 396,329 | 175,038 | 571,367 |
| Total net cash flows from investment activities | (249,943) | (665) | (250,608) |
| Total net cash flows from financing activities | (150,618) | (174,373) | (324,991) |
| GROSS INCREASE/ DECREASE IN CASH OR EQUIVALENTS | (4,232) | 0 | (4,232) |
The main alternative performance measures (APM) used by the Company are listed below, as well as the basis on which they are calculated, such measures being regarded as the measures of future or past financial performance, financial position or cash flows.
The Group uses various subtotals from the EBIT. These subtotals are broken down in the consolidated income statement, where their reconciliation in relation to the EBIT can be observed, as well as their comparative values.
EBITDAR: Earnings Before Interest, Tax, Depreciation, Amortisation, & Rent. EBIDTAR allows comparability among the hotel business units operated by the Group, regardless of the method through which the operation rights were acquired (ownership or lease).
EBITDA: Earnings Before Interest, Tax, Depreciation & Amortisation. It offers an estimate of the net cash flow from operating activities. To this end, this indicator is also reported as a subtotal in the consolidated cash flow statement.
EBITDAR and EBITDA without capital gains: The purpose of this indicator is to offer a measurement of the Company's operating income, excluding certain results from the property segment mainly related to asset rotation. Revenues and expenses derived from those activities are excluded from the calculation of EBITDA without capital gains, giving rise to revenues without capital gains, measurement used to calculate margins without capital gains.
The reconciliation of EBITDAR and EBITDA without capital gains for year 2019, in relation to the subtotals reported in the consolidated income statement, is as follows:
| (Thousand €) | Revenues | Expenses | EBITDAR | Leases | EBITDA |
|---|---|---|---|---|---|
| Consolidated Income Statement | 1,800,748 | (1,302,255) | 498,494 | (20,584) | 477,910 |
| Results from assets sale | (11,211) | 1,068 | (10,142) | (10,142) | |
| Investment property valuation results | 3,132 | 3,132 | 3,132 | ||
| Without capital gains | 1,789,538 | (1,298,054) | 491,483 | (20,584) | 470,900 |
For comparison purposes, the calculation for year 2018 is shown below:
| (Thousand €) | Revenues | Expenses | EBITDAR | Leases | EBITDA |
|---|---|---|---|---|---|
| Consolidated Income Statement | 1,831,315 | (1,309,602) | 521,713 | (20,815) | 500,898 |
| Results from assets sale | (11,810) | 5,031 | (6,780) | (6,780) | |
| Investment property valuation results | (12,557) | 6,063 | (6,494) | (6,494) | |
| Results related to non-current assets held for | (16,782) | 11,294 | (5,487) | (5,487) | |
| Without capital gains | 1,790,166 | (1,287,214) | 502,952 | (20,815) | 482,137 |
EBITDAR and EBITDA margin without capital gains: The margin offers a percentage ratio of the revenues the Company may recognise in the income statement. For the operational decision-making of the Company, the abovementioned revenues and results without capital gains are taken into consideration. The calculation summary of the EBITDAR and EBITDA margin without capital gains for 2019 and 2018 is shown below:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| Income without capital gains | 1,789,538 | 1,790,166 |
| EBITDAR without capital gains | 491,483 | 502,952 |
| EBITDAR margin without capital gains | 27.46% | 28.10% |
| EBITDA without capital gains | 470,900 | 482,137 |
| EBITDA margin without capital gains | 26.31% | 26.93% |
Net Debt: This indicator is used to measure the financial leverage. It is calculated as the difference between debt with credit entities, short- and long-term securities issues and lease liabilities less Cash and cash equivalents. The reconciliation of this indicator with the different headings in the consolidated balance sheet for 2019 and 2018 is shown below:
| (Thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Bonds and Other Negotiable Securities (Non-Current) | 33,951 | 33,835 |
| Bank Loans (Non-current) | 786,923 | 719,949 |
| Bonds and Other Negotiable Securities (Current) | 172 | 51,526 |
| Bank Loans (Current) | 100,343 | 115,066 |
| Lease liabilities | 1,436,294 | 1,277,416 |
| Cash and other cash equivalents | (328,944) | (312,902) |
| Net Debt | 2,028,739 | 1,884,890 |
Net debt ratio over EBITDA: This indicator is usually used by financial analysts, investors and stakeholders related to the Company. This is the ratio between the Company's payment commitments (Net Debt) and its capacity to generate cash flows from the transaction (EBITDA without capital gains). Figures for 2019 and 2018 are as follows:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| Net Debt | 2,028,739 | 1,884,890 |
| EBITDA without capital gains | 470,900 | 482,137 |
| Net Debt over EBITDA | 4.31 | 3.91 |
GAV (Gross Asset Value) and NAV (Net Asset Value): The Company periodically carries out a valuation of its assets through an independent expert.
The Gross Asset Value (GAV) is the aggregated sum of the result of such valuation for all the assets owned by the Group, and the assets owned by associates weighted by the Group's percentage of interest in such companies.
The Net Asset Value (NAV) is the result of reducing the GAV by the amount of the Group's Net Debt and the net debt of the associates owning the valued assets weighted by the Group's percentage of interest on the date of the asset valuation.
The entry into force in 2019 of IFRS 16 "Leases" has had very significant impacts on the composition of financial liabilities of the Company (see Notes 2.1 and 2.3). Given the importance of certain indicators, during the transition period, the Company finds it relevant to provide information on what the outcome of such indicators would have been with the calculation methodology used prior to the entry into force of the standard.
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| EBITDA without capital gains | 470,900 | 482,137 |
| Leases | (187,967) | (172,307) |
| Other expenses | (2,508) | (2,065) |
| EBITDA without capital gains pre IFRS 16 | 280,425 | 307,765 |
| (Thousand €) | 2019 | 2018 |
| Net Debt | 2,028,739 | 1,884,890 |
| Lease liabilities | (1,436,294) | (1,277,416) |
| Net Debt pre IFRS 16 | 592,445 | 607,474 |
| (Thousand €) | 2019 | 2018 |
| Net Debt pre IFRS 16 | 592,445 | 607,474 |
| EBITDA without capital gains pre IFRS 16 | 280,425 | 307,765 |
| Net Debt over EBITDA pre IFRS 16 | 2.11 | 1.97 |
The hotel industry uses basic statistical data to analyse how the hotel establishments can generate revenues and how they evolve over time.
The indicators broken down below only affect the hotel business shown as a segment in the consolidated annual accounts.
Occupancy rate: The percentage ratio obtained by dividing the occupied rooms by the available rooms. Available rooms means the number of physical rooms multiplied by the number of days the room has been ready to be occupied. Likewise, occupied rooms (sold) are calculated as the number of days the physical rooms have been effectively occupied during the period.
This indicator offers a measurement of the use of the available capacity of the hotels, which is used by the management team to calculate the demand for a specific hotel or group of hotels in a specific time frame. Likewise, it is also used to set the average price per room, depending on whether the demand for rooms increases or decreases.
The calculation details of the occupancy rate of hotels operated under lease and under management by the Group in 2019 and 2018 are broken down as follows:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| Available Rooms | 11,465,508 | 11,455,751 |
| Occupied Rooms | 8,112,529 | 8,246,993 |
| Occupancy Rate | 70.8% | 72.0% |
RevPar (Revenue Per available room): Revenue per available room is the result of dividing the total room revenue (see Note 7.1) by the number of available rooms. The management team uses this indicator to evaluate the business performance, since it is correlated with the key indicators of the operations of a hotel or group of hotels: the occupancy rate and the average price per room. Likewise, the RevPAR is used to measure and compare the performance in comparable periods between similar hotels.
The result of the RevPAR calculation for 2019 and 2018 is as follows:
| (Thousand €) | 2019 | 2018 | |
|---|---|---|---|
| Room Income | 996,082 | 989,734 | |
| Available Rooms | 11,465,508 | 11,455,751 | |
| RevPAR (euros) | 86.88 | 86.40 |
ARR (Average room rate): The average room rate is calculated by dividing the total room revenue (see Note 7.1) by the occupied rooms. It measures the average price per room reached by a hotel in a specific time frame and provides valuable information as for price dynamics and type of customers of a specific hotel or group of hotels. Thus, this measurement is widely used in the industry and by the management team in order to estimate the prices the Company can charge based on the type of customer. Likewise, the changes applied to the average price per room have a different impact on revenues as well as on the business profitability in comparison with those applied to the occupancy rate.
The result of the ARR calculation for 2019 and 2018 is as follows:
| (Thousand €) | 2019 | 2018 | |
|---|---|---|---|
| Room Income | 996,082 | 989,734 | |
| Occupied Rooms | 8,112,529 | 8,246,993 | |
| ARR (euros) | 122.78 | 120.01 |
Subsidiaries are the companies over which the Group exercises effective control, generally accompanied by more than half of the voting rights.
In addition to the shareholding percentage, when assessing whether a controlling interest is held in a company, the Group considers the following aspects:
According to the full consolidation method, the financial statements of subsidiaries are consolidated as from the date on which control is transferred to the Group and are excluded from the consolidation as from the date on which such control ceases to exist. Intra-group balances and transactions are eliminated in full.
Associates are all companies over which the Group exercises significant influence but not control. Significant influence generally includes between 20% and 50% of the voting rights and means the power to participate in the financial and operating policy decisions of the investee company.
Joint ventures are joint agreements in which the parties that hold joint control under such agreements hold rights over the net assets thereof. The unanimous consent of the parties sharing control is required under these agreements.
Associates and joint ventures are consolidated using the equity method. According to this method, the carrying value of the investment is recognised initially at cost, and is increased or decreased to recognise the Group's interest in the results and in the income and expenses directly recognised in equity of the associate or joint venture after the date of acquisition. The Group's investment in associates and joint ventures includes goodwill identified on acquisition.
The Group's share in profit or loss after the date of acquisition of associates and joint ventures is recognised in the income statement, and its share in movements in other comprehensive income is directly recognised in equity, including the relevant adjustment to the carrying value of the investment.
Where the accumulated losses incurred by an associate or joint venture result in a negative equity, the Group adds the amount of any other item that may be considered to be greater in value than the net investment until said investment is reduced to zero. From that moment on, the Company takes into account any additional losses by recognising a liability, only to the extent that it has incurred legal or constructive obligations or has made payments on behalf of the investee company or joint venture.
The Group does not currently participate in joint ventures that must be included using the proportional consolidation method.
All subsidiaries included in the scope of consolidation close their fiscal year on 31 December, so the relevant annual accounts for 2019 and 2018 have been used for consolidation purposes or, if the annual accounts have not yet been prepared, the corresponding accounting records, once the appropriate measurement adjustments to ensure compliance with the relevant IFRS have been carried out.
When the Group first adopted the IFRS, it did not apply IFRS 3 retrospectively to the business combinations that took place before the date of transition, benefiting from the exemption included in IFRS 1 "First-time Adoption of International Financial Reporting Standards", therefore, the goodwill existing under Spanish regulations as at 31 December 2003, net of accumulated amortisation up to that date, was recorded as goodwill, under the heading Intangible Assets.
In business combinations after the date of transition, the excess between the cost of the business combination and the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recorded as Goodwill, under the heading Intangible Assets.
The excess between the acquirer's interest, where appropriate, after reassessing the identification and valuation of the identifiable assets, liabilities and contingent liabilities, and the cost of the business combination, is recognised in the income statement for the year.
If the business combination is achieved in stages, the carrying value on the acquisition date of the interest in the acquiree's equity previously held by the acquirer is remeasured at fair value on the acquisition date, and any loss or profit arising from this new measurement is recognised in the income statement for the year.
Once control is obtained, any subsequent operations in which the controlling company acquires more non-controlling interests, or sells interests without losing control, are accounted for as transactions with equity instruments. It follows from the above that:
When the Group ceases to have control over a subsidiary, any retained interest is recognised at fair value at the date when control is lost, and the change in the carrying amount is recognised in the income statement for the year. In the case of companies owning hotels, the result is recognised in operating revenues, in the real estate income item (see Note 3.11). The fair value is the initial carrying amount for the purposes of the subsequent recognition of the interest retained as associate, joint venture or financial asset.
If the Group no longer exercises significant influence over the associate or joint venture, it measures and recognises the investment maintained at fair value. Any difference between the carrying value of the associate at the time significant influence is lost and the fair value of the investment maintained plus the income obtained on the sale is recognised in the income statement.
The inter-company balances for inter-company transactions relating to loans, leases, dividends, financial assets and liabilities, sale and purchase of inventories and fixed assets and provision of services, have been eliminated. Regarding the sale and purchase transactions, the unrealised profit margin with regard to third parties has been reversed so that the corresponding assets are stated at cost, thus adjusting the depreciations carried out.
The proportional part of equity corresponding to the Group's non-controlling interests, calculated in accordance with IFRS 10, is recorded under this heading of the balance sheet.
This relates to the share in consolidated profit or loss for the year corresponding to the non-controlling interests.
All the assets and liabilities of companies with a functional currency other than the euro and which are included in the scope of consolidation, are translated to euro at the exchange rate existing at year end.
Items in the profit and loss account have been translated at the exchange rates existing on the dates on which the relevant transactions were carried out.
The difference between the amount of the foreign companies equity, including the Consolidated Balance Sheet and Consolidated Statement of Comprehensive Income calculated according to the previous paragraph, translated at the historical exchange rate, and the net equity position resulting from the translation of assets and liabilities as mentioned in the first paragraph, is recorded with a positive or negative sign, as appropriate, in the net equity of the Consolidated Balance Sheet, under the Translation differences heading, net of the portion of such difference corresponding to non-controlling interests, which is recorded under the Non-controlling interests item in equity in the Consolidated Balance Sheet.
Goodwill and fair value adjustments of the Consolidated Balance Sheet items upon the acquisition of interests in a foreign company, are recognised as assets and liabilities of the company acquired and, therefore, translated at the exchange rate existing at year end, and the exchange differences that may arise are recognised under the Translation differences heading.
Upon total or partial disposal or reimbursement of contributions of a company with a functional currency other than the Euro, cumulative translation differences since 1 January 2004 (date of transition to IFRS) relating to said company, recognised in equity, are taken to the Consolidated Statement of Comprehensive Income as a gain or loss on disposal.
Directors have prepared the Group's consolidated annual accounts using judgments, estimates and assumptions which have an effect on the application of the accounting policies described in Note 3, as well as on the balances of assets, liabilities, income and expenses and the breakdown of contingent assets and liabilities at the issuance date of these consolidated annual accounts.
Such estimates and assumptions are based on historical experience and other factors considered reasonable and relevant under the circumstances. The carrying amount of assets and liabilities, which is not readily apparent from other sources, has been established based on these estimates. These estimates and assumptions are periodically reviewed; the effects of the reviews on the accounting estimates are recognised whether in the year in which they are realised, if they have an effect solely on such period, or in the period under review and future periods, if the review affects both periods. However, the uncertainty inherent in the estimates and assumptions could lead to results that may require an adjustment to the carrying amounts of assets and liabilities affected in future periods.
The estimates made are detailed, where appropriate, in each of the explanatory notes of the balance sheet captions. The estimates and judgment that have a significant impact on the amounts recognised in the consolidated financial statements and may involve adjustments in future years are set out below:
The Group verifies annually whether there is an impairment loss in respect of goodwill and other non-financial assets, in accordance with Notes 3.1, 3.2 and 3.12. The recoverable amounts of cash-generating units are calculated from its value in use. These calculations are based on reasonable assumptions in accordance with past yields obtained and future production and market development expectations.
The calculation of income tax requires the interpretation of the tax legislation applicable to the countries in which the Group companies operate. There are also several factors related mainly, but not exclusively, to changes in tax laws and changes in the interpretation of tax laws currently in force that require the use of estimates by the directors of the parent company.
Directors of the parent company must carry out significant estimates to determine the amount of the deferred tax assets that can be recognised, by considering the amounts and the dates on which future taxable profits will be obtained and the reversal period of the taxable temporary differences.
Where there is an uncertainty in relation to the income tax treatments, the Group assesses whether a tax authority is likely to accept an uncertain tax treatment. If it concludes that the tax authority is not likely to accept an uncertain tax treatment, the effect of the uncertainty on the taxable profit (tax loss), tax bases, unused tax losses and unused tax credits or the corresponding tax rates is reflected. The effect of the uncertainty is reflected using the method that, in each case, better foreshadows the resolution of the uncertainty: the most probable amount or the expected value. In each case, the Company makes an assessment of whether each uncertain tax treatment must be considered separately or jointly with another or several uncertain tax treatments, in line with the approach that better foreshadows the resolution of the uncertainty.
The calculation of income tax is detailed in Note 20.
The fair value of derivative financial instruments that are not traded in an active market is determined using measurement techniques, as specified in Note 3.5. The Group uses a variety of methods and makes assumptions that are based mainly on market conditions at the consolidated balance sheet date. Most of these measurements are obtained from the financial institutions with which the instruments were contracted.
The Group uses the fair value method in measuring investment property. The estimation of this fair value is mainly carried out based on the appraisals undertaken by independent experts using valuation techniques such as expected discounted cash flows from such assets, as well as regular updates of the Company based on such studies.
The cost of defined benefit pension plans is calculated using actuarial valuations. Actuarial valuations require the use of assumptions on discount rates, asset yields, salary increases, mortality tables and rotation, as well as the retirement age of employees with right to these benefits. These estimates are subject to significant uncertainties due to the long-term settlement of these plans.
These commitments have been valued by reputable independent experts using actuarial valuation techniques. Note 17.2 gives details of the assumptions used to calculate these commitments.
In August 2018, Venezuela replaced the Bolívar fuerte (VEF), which was applied until such date, with the Bolívar soberano (VES), by dividing the value of the new currency by 100,000 (VES 1 = VEF 100,000).
However, from fiscal year 2017 and due to the ongoing complex political and economic situation in the country, the Company considers that the different official exchange rates do not reflect the economic situation of the country and, therefore, decided to internally estimate the exchange rate that is most appropriate for the consolidation of the financial statements of its subsidiaries in Venezuela.
This estimated exchange rate, based on the high inflation to which the price of goods and services of the country are subjected, has been calculated based on the last official exchange rate of 2014, updated according to the corresponding inflation rate in each period from then on. An exchange rate of VES 631,558 per US dollar has been obtained from such update at the end of the year, resulting in a devaluation of 16,291% compared to the previous year. At year-end 2018, the estimated exchange rate was VEF 3,853.14 per US dollar.
The inflation considered for this calculation in 2019 has been 16,291%, 1,222,085% in 2018. Although the Central Bank of Venezuela has published inflation figures for 2019 (9,585%), the Company considers that the reports supported by the independent expert are still the best reference when presenting the true image of the accounting and economic reality of its subsidiary companies in the country.
The Group will continue to assess the political and economic situation in the country in order to adopt any change in the exchange rate which may be applicable for the consolidation of its Venezuelan subsidiaries.
The Cash flow statement includes the cash movements during the fiscal year, calculated by the indirect method. The expressions used in the cash flow statements have the following meanings:
Cash flows from operating activities include the capital gains generated by asset rotation activities, while the net carrying amount of the assets disposed of is recognised under the heading Investment activities.
In relation to lease payments, the total amount of the cash flows paid in each fiscal year is divided between principal (included in financing activities) and interest (included also in financing activities).
Goodwill generated on consolidation represents the difference between the acquisition price of fully consolidated subsidiaries and the Group's interest in the market value of identifiable assets and liabilities of subsidiaries.
Goodwill generated in acquisitions prior to the date of transition to IFRS is recorded in the consolidated balance sheet at the net value recorded as of 31 December 2003.
Goodwill is not amortised. Instead, goodwill review studies are carried out annually to identify any impairment losses. Impairment losses are recognised if the recoverable value, determined based on the current value of future expected cash flows of the cash-generating units associated with goodwill and discounted at a rate which considers the specific risks of each generating unit, is lower than the amount initially assigned. Impairment losses recognised for goodwill shall not be reversed in subsequent periods. These measurements are carried out internally. Note 9 includes details regarding their calculation.
Other intangible assets relate to several software applications, as well as transfer rights and industrial property.
Software applications are valued at cost price and amortised using the straight-line method over their estimated useful life of 5 to 10 years. Software maintenance-related expenses are recognised as an expense when incurred.
The investments in technological innovation incurred by the Group in producing identifiable and unique software programmes controlled by the Group are included under this heading. In addition, these comply with the following conditions:
The directly attributable costs that are capitalised as part of the software programmes include the labour cost of the staff developing the programmes and a suitable percentage of general costs.
Transfer rights relate mainly to the acquisition costs of operating and management rights for various hotels and are amortised using the straight-line method over the term of the agreements related to these rights.
Investments carried out in trademarks, which are initially recognised at cost, are not amortised as their useful life is indefinite and are subject to impairment tests. The remaining items included in industrial property are amortised on a straight-line basis over a five-year period.
Property, plant and equipment is stated at cost, including transaction costs, plus the financial expenses directly attributable to the acquisition, construction and renovation incurred to bring the assets into operating conditions, less accumulated depreciation and any impairment losses.
The repairs which do not extend the useful life or the production capacity of the assets and the maintenance expenses are charged directly to the consolidated profit and loss account. Costs that extend or improve the useful life of the assets or can only be used with the item of property, plant and equipment are capitalised as an increase in their value.
The Group depreciates its property, plant and equipment by the straight-line method over the years of estimated useful life, as follows:
| Buildings | 40-50 years |
|---|---|
| Technical facilities | 15-18 years |
| Machinery | 10-18 years |
| Furniture | 10-15 years |
| Computer software | 3-8 years |
| Vehicles | 5-10 years |
| Other fixed assets | 4-8 years |
The useful life and residual value of property, plant and equipment are reviewed at each consolidated balance sheet date. Land is not subject to systematic depreciation since it is considered to have an indefinite useful life, however it is subject to impairment tests.
The Other fixed assets heading includes the amount of replacement inventories which are stated at average cost as per the stocktaking carried out in the different hotel centres at the year end. Breakages and losses are recorded as Disposals.
Regularly, the Group obtains valuations of its owned hotel assets carried out by independent experts. In 2018, a valuation of the Group's owned assets was carried out. The valuation of the majority of such assets was conducted by the worldwide firm Jones Lang Lasalle Hotels, which specialises in hotel investment and consulting services. The valuation dated 30 July 2018 covered 60 owned assets, including 8 properties classified as Investment Property in the consolidated balance sheet. Additionally, the valuation also included 37 assets owned by associates and joint ventures.
When determining the value of the assets, the valuation criterion most used by Jones Lang LaSalle was the discounted cash flow, since hotel investments are generally valued according to the potential future income. In certain cases, other valuation methods were used, such as the comparables method or the residual value method. The latter method was mainly used to value plots and land. Regardless of the valuation criterion, the result of the valuation was checked by comparing it with other elements such as stable returns, price per room or the leveraged IRR.
At the end of the years in which such valuations are not obtained, the Group assesses whether there is an indication that its tangible assets may be impaired. If such indication exists, or when annual impairment test for an asset is required, the Group estimates the asset's recoverable amount on the basis of the methodology used in the last valuation carried out by the independent expert for the relevant asset or cash-generating unit. An asset's recoverable amount is the higher of an asset's fair value less costs to sell or cash-generating unit and value in use, and is determined individually for each asset, unless the asset does not generate cash inflows that are independent of those from other assets or groups of assets.
For owned hotels, the Group considers whether there is any indication that they have suffered an impairment loss mainly based on the operating result of the various cash-generating units, as well as observable external sources of information revealing that the value of the asset during the period has decreased more than expected as a consequence of the passage of time or its normal use, due to changes that may have occurred in the environment in which the hotel operates. In addition, other factors such as geo-political circumstances, economic situation or natural disasters that may affect the recoverable amount of such assets are taken into account.
In assessing value in use, the Group projects future cash flows by considering the budget approved by the governing bodies of the Company for 2020, and applying growth assumptions that are consistent with the market in which the asset operates and its historical performance for a period of 5 years and estimating a residual value according to a long-term growth rate not higher than the expected growth of the economy and the sector in which the asset operates. Estimated future cash flows are discounted using a discount rate before taxes which reflects changes in the value of money over time in the current market and the specific risks of the asset which have not been adjusted in the estimated future cash flows, mainly the risks of the business and the country in which the asset is located.
Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and its carrying value is reduced to its recoverable amount. Losses due to impairment of ongoing activities are recognised in the income statement in the expense category in accordance with the function of the impaired asset.
An assessment is made each year end as to whether there is any indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If this is the case, the carrying amount of the asset is increased to its recoverable amount. This increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in previous years. This reversal is recognised in the income statement for the year. After such reversal, the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
The investments carried out by the Group to obtain lease income or capital gains and which generate cash flows independently of the other assets held by the Group, are recorded under this heading.
After the initial recognition made for the total amount of the costs related to the asset acquisition transaction, the Group has chosen the application of the fair value model, therefore, all investment properties are recognised at fair value and any change in value occurred is included in the consolidated income statement.
At each year end, the Group updates the fair value assessment of each property, either through the valuation made by an independent expert, or by contrasting the main variables used in the last available valuation made by the expert with updated information. The best evidence of the fair value is the current prices in an active market for similar properties. Where this information is not available, future discounted cash flows are estimated, on the basis of the budget approved by the governing bodies of the Company for the next year, and applying growth assumptions in line with the market in which such asset operates.
Information on operating segments is presented according to the internal information as provided to key decisionmakers within the Group. Key decision-makers means the Senior Executive Team (SET), which is responsible for allocating resources and evaluating performance of operating segments. The SET is a collegiate body consisting of the Chief Officers of each General Management and the CEO (Chief Executive Officer).
The Group recognises financial assets or financial liabilities in its statement of financial position when it becomes party to the contractual clauses of the related instrument.
Financial assets within the scope of IRFS 9 are classified, according to the valuation criteria, as financial assets at amortised cost, financial instruments at fair value through other comprehensive income, and at fair value through profit and loss. The classification in one category or another will depend on the characteristics of the financial asset's contractual cash flows and on the management model of the Company used to manage such assets.
Financial assets are initially measured at fair value, except for trade receivables, which are measured at their transaction price if they do not have a significant financial component.
This classification includes the amounts recorded under the Trade and other receivables heading, and all the collection rights included in headings Other non-current financial assets and Other current financial assets.
Such assets are subsequently recognised at amortised cost using the effective interest method. Gains and losses are recognised in the income statement when the loans and receivables are derecognised or are impaired, as well as through the amortisation process.
Non-current deposits and guarantees are measured at amortised cost using the effective interest rate method. These assets are not discounted.
These assets are maintained in order to obtain contractual cash flows and they only give rise to principal and interest payments on the outstanding principal amount.
Financial assets at fair value through profit or loss include held-for-trading financial assets acquired for the purposes of selling them mainly in the short term, as well as unlisted equity instruments of companies over which no control or significant influence is exercised.
Assets in this category are recognised in the consolidated balance sheet, under the Other current assets heading if they are expected to be settled in the short term or in Other non-current assets if in the long term.
The Company derecognises an assigned financial asset when it assigns the contractual rights to receive the cash flows generated by the asset or, even when retaining such rights, it assumes a contractual obligation to pay them to the assignees and the risks and rewards associated with the ownership of the asset are substantially transferred.
In case of assignment of assets in which the risks and rewards associated with the ownership of the financial asset are substantially retained, the assigned financial asset is not derecognised in the balance sheet and a related financial liability is recognised for an amount equal to the consideration received, which is subsequently measured at amortised cost. The assigned asset continues to be measured by the same criteria as those used before the assignment. The income derived from the assigned asset and the expenses derived from the related financial liability are recognised in the consolidated income statement without offset.
The Company applies a simplified approach when calculating the expected credit losses of financial assets at amortised cost and, where appropriate, a value adjustment for the expected credit losses over the entire life of the asset is recognised at each closing date. To do that, the Group has established a matrix of provisions based on its history of credit losses, adjusted by the prospective factors specific for such assets.
Due to the characteristics of the main sector in which the Company operates, the customers of the hotel segment have minimal risk of insolvency.
In relation to the Vacation Club customers, the Company can terminate the contracts, therefore, the impact of the cancellation of such receivable would also imply the derecognition in the accounts of liabilities pending to be executed.
Financial liabilities within the scope of IFRS 9 are classified, according to the valuation criteria, as financial liabilities at amortised cost. These liabilities are initially recognised at fair value adjusted for directly attributable transaction costs. All non-derivative financial liabilities of the Group are included within the category Financial liabilities measured at amortised cost.
Debt issues are initially recognised at the fair value of the consideration received, less directly attributable transaction costs. They are subsequently measured at amortised cost applying the effective interest method. Bonds with a maturity exceeding twelve months are classified as non-current liabilities, while those with shorter maturity than that are included under current liabilities. In the event of issuing convertible bonds, these are recorded as hybrid or combined financial instruments, according to the terms of the issue in question.
In determining whether a preferred share is a financial liability or an equity instrument, the Group assesses the particular rights attaching to the share in each case to determine whether it exhibits the fundamental characteristic of a financial liability. If a financial liability is identified, it is measured at amortised cost at the year-end using the effective interest method, taking into consideration any issue costs.
All loans and borrowings are initially recognised at cost, being the fair value of the consideration received, net of issue costs associated with the borrowing.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement.
Loans are initially recognised at the amount received, net of transaction costs. After initial measurement, they are carried at amortised cost using the effective interest rate method.
This heading includes debts originated with the acquisition of assets financed by leasing contracts.
Trade payables are initially recognised at fair value and are subsequently measured at amortised cost using the effective interest rate method.
Note 3.12 provides information on the valuation method and accounting policies regarding this type of liabilities.
The remaining financial liabilities that relate to payment obligations as detailed in Note 13, are also measured at amortised cost using the effective interest rate method. However, financial liabilities with short-term maturities and which have no contractual interest rate are measured at their face value provided the effect of not adjusting the cash flows is not material.
Combined financial instruments are non-derivative financial instruments that include liability and equity components simultaneously. Both components are presented separately.
At initial recognition, the liability component is measured at the fair value of a similar liability that is not connected with an equity component, and the equity component is measured by the difference between the initial amount and the value assigned to the liability component. The costs arising from this operation are divided between the liability component and the equity component in the same proportion resulting from the assignment of the initial value.
After initial recognition, the liability component is measured at amortised cost using the effective interest rate method.
These are financial instruments that include two different components: a non-derivative host contract and an embedded derivative.
The Company recognises, measures and presents the host contract and the embedded derivative separately, when the following circumstances simultaneously take place:
In such cases, the embedded derivative is recognised at fair value through profit or loss and the host contract is recognised based on its nature, usually at amortised cost according to the effective interest rate method. Calculations of the fair value of these embedded derivatives are carried out by independent experts outside the Group.
Derivative financial instruments are classified as financial assets or liabilities at fair value through profit or loss or as accounting hedges. In both cases, derivative financial instruments are initially recognised at fair value on the date on which they are arranged, and such fair value is regularly adjusted. Derivatives are carried as assets, under the heading Other financial assets, when the fair value is positive and as liabilities, under the heading Other financial liabilities when the fair value is negative.
The Company has opted to continue to apply the requirements on accounting hedges under IAS 39, in accordance with paragraph 7.2.21 of IRFS 9.
The Company applies hedge accounting to those operations in which the hedge is expected to be highly effective; that is, when the changes in the fair value or in the cash flows of the items covered by the hedge are offset by the changes in the fair value or cash flows of the hedging instruments with an effectiveness comprised between 80% and 125%. In addition, at the inception of the hedge, the relationship between the hedged item and the derivative financial instrument designated for that purpose is formally documented.
The Group has various interest rate swaps classified as cash flow hedges. Changes in the fair value of these derivative financial instruments are reflected in net equity, under the heading Other measurement adjustments, being allocated by the part considered an effective hedge to the profit and loss account insofar as the item being hedged is also settled. The fair value is entered in the accounts according to the date of trade.
The fair value of interest rate swaps is determined through the discounted cash flow measurement technique according to the characteristics of each contract, such as the face amount and the collection and payment schedule. The discount factors used to obtain said value are calculated based on the curve of the zero-coupon rates obtained from the deposits and rates listed in the market on the date of measurement. The resulting fair value is adjusted for the own credit risk and that of the counterparty, according to IFRS 13. These values are obtained from studies carried out usually by the financial institutions with which the Group has contracted these instruments.
Any profit or loss arising from changes in the fair value of derivatives which do not qualify to be classified as hedging instruments are directly recognised in the net profit or loss for the year. The fair value of these derivative financial instruments is obtained from studies carried out by independent experts.
If there are assets whose carrying value is expected to be recovered through a sale rather than by means of their continued use, such assets are recorded under the heading Non-current assets held for sale.
They are recognised at the lower of their carrying amount and fair value less costs to sell. The company recognises an impairment loss for initial or subsequent write-down of the asset to fair value less costs to sell. The company recognises a gain for any subsequent increase in fair value less costs to sell of an asset, but not in excess of the cumulative impairment loss that has been recognised.
In the income statement, income and expenses from discontinued operations are presented separately from the income and expenses from continued operations, under profit/(loss) after taxes. Assets held for sale are not depreciated/amortised.
The non-current assets that are for sale, within the asset rotation segment, but which are still operated by the Group until their sale, are not reclassified under this balance sheet heading and are maintained in the balance sheet according to their nature.
Raw and ancillary materials are measured at their average acquisition cost, which is generally lower than their realisable value, any necessary measurement adjustments being made in case their estimated realisable value is lower than their cost. The acquisition price includes the amount included in the invoice plus all additional expenses incurred until the goods are stored in the warehouse.
Treasury shares are presented as a decrease in the Group's net equity and are stated at cost without carrying out any measurement adjustments.
Gains and losses obtained on disposal of treasury shares are recorded directly against equity.
Government grants are recognised at fair value only when there is a reasonable certainty that the conditions for receiving the grant will be fulfilled and such grants will be effectively received.
Where the grant relates to an expense item, it is taken to the income statement over the period necessary to match the grant, on a systematic basis, with the costs to be offset by the grant.
Where the grant relates to an asset, the fair value is recognised as deferred income and is taken to the income statement based on the expected useful life of such asset.
Provisions are recognised when the Group:
Provisions are carried at the present value of the best possible estimate of the amount needed to settle or transfer to a third party the obligation. Adjustments due to updating the provision are recognised as a financial expense as they accrue. Provisions maturing in one year or less with a non-significant financial effect are not discounted.
Provisions are reviewed at each consolidated balance sheet date and are adjusted to reflect the current best estimate of the liability at such date, taking into account the risks and uncertainties relating to the obligation.
On the other hand, contingent liabilities are the possible obligations, arising from past events, the materialisation of which is subject to the occurrence of future events which are not entirely under the Group's control, and those present obligations, arising as a result of past events, that are not likely to give rise to an outflow of resources for their settlement or which cannot be measured with sufficient reliability. These liabilities are not recognised in the accounts, but are disclosed in the notes to the annual accounts (see Note 22).
Post-employment plans are classed as defined contribution plans or defined benefit plans.
Defined contribution plans are those plans under which the Group makes fixed contributions to an independent entity and does not have any legal, contractual or implicit obligation to make additional contributions if the independent entity does not hold sufficient assets to satisfy the commitments assumed.
Contributions are recognised as employee benefits when they accrue.
Pension plans that are not defined contribution plans are considered as defined benefit plans. In general, defined benefit plans fix the amount of the benefit that the employee will receive on retirement, usually based on one or more factors such as age, number of years of service and remuneration.
The Group recognises in the balance sheet a provision for defined benefit awards established in collective bargaining agreements in an amount corresponding to the difference between the present value of the committed benefits and the fair value of any assets linked to the benefit commitments which will be used to settle the obligations, less any past service costs still not recognised, if any.
If an asset results from the above-mentioned difference, its valuation may not exceed the current value of the economic benefits that may be available in the form of reimbursements from the plan or reductions in future contributions to the plan.
Past service costs are recognised immediately in the consolidated income statement unless they involve non-vested rights, in which case they are taken to the income statement on a straight-line basis over the period remaining to the vesting of the past service rights.
The current value of the obligation is determined using actuarial calculation methods and unbiased financial and actuarial assumptions that are mutually compatible. The Company recognises directly in the Statement of comprehensive income, the profits and losses arising from the change in the current value, and, where applicable, the plan assets, as a result of the changes in actuarial assumptions or adjustments made on the basis of experience.
Certain collective bargaining agreements in force and applicable to some Group companies establish that permanent staff for a specified number of years employed by the Company who opt to terminate their employment contract will be entitled to a cash award equal to a number of monthly salary payments which is proportional to the number of years of service. During the fiscal year, an assessment of these commitments has been performed in accordance with the actuarial assumptions contained in Group's own rotation model, by applying the calculation method known as the Projected Unit Credit Method and the population assumptions corresponding to the PER2000P tables.
The balance of provisions, as well as the capitalisation of payments for future services, cover these acquired commitments, based on an actuarial analysis prepared by an independent expert. This valuation is detailed in Note 17.2.
The Group has duly externalised the pension commitments and obligations stipulated in collective bargaining agreements subject to the Ministerial Order of 2 November 2006. Assets related to these externalisation operations are recognised as a reduction in the balance of the acquired commitments.
The operating revenues arising from contracts with customers are recognised as the obligations undertaken with such customers are met by the Company.
When recognising such revenues, the 5-stage analysis included in IFRS 15 is carried out, in order to determine the amount and the moment of revenue recognition for each of the contracts with customers of its operating segments:
Such revenues are shown net of discounts, refunds and value added tax. The Group bases its return estimates on past results, having regard to the type of customer, the type of transaction and the specific circumstances of each agreement.
Revenues deriving from the sale of rooms are daily recognised based on the services provided by each hotel establishment and including "in-house" customers, i.e. those that are still lodged at the hotel at the time daily production is closed. For this type of contracts, the only execution obligation identified is that of the own hotel service, which includes making available the hotel rooms to the customers.
Where the hotel rate includes services such as food and beverage (breakfast, half board or full board), an additional execution obligation is identified, to which a differentiated price is allocated on the basis of the expected cost plus a margin approach. It is worth mentioning that in hotels marketed only under all-inclusive regime (mainly located in America), this is not considered as a differentiated service, however, for the purposes of breakdown, a percentage of the rate is allocated to item 'revenues for food and beverages'.
In any case, the execution obligations undertaken with hotel customers are considered as fulfilled over time, during the stay of the customer in the establishment, and the Group recognises the daily revenues corresponding to the services consumed by the customer on that date.
Within the hotel business segment, the Company manages the customer loyalty programme "Meliá Rewards", which consists of rewarding customers that stay in hotels or use services provided by associates, through a series of points that are exchangeable for rewards such as, among other things, free stays in hotels managed by the Group.
If a hotel customer is member of the loyalty programme and accumulates points for his/her stays, a differentiated performance obligation is identified, to which an amount is allocated depending on the fair value of such points, and will be met at the time the member of the programme uses the points obtained, by deferring until such time the recognition of revenues in the consolidated income statement of the Group, for the amount allocated to such obligation.
Additionally, other services provided directly by the hotels, such as rent of rooms, organisation of events, rent of commercial premises to third parties, etc... are included under heading 'Other business revenues' in the table included in Note 7.1 of these consolidated notes to the accounts and are recognised depending on the IRFS applicable at the time in which the service is rendered.
With regard to contracts with hotel owners for the management of their establishments, there are several performance obligations identified in each of the contracts. The main obligation of the Group in such contracts is to provide hotel management services for these establishments. The consideration for these services is established as a percentage of the amount of the total revenues and the gross operating profit (GOP) generated by the management of the Group. Every month, the Company recognises the corresponding revenues in the consolidated income statement depending on the progress of both magnitudes for each of the hotel management contracts, according to the contractual terms and conditions set out in each of them.
The other performance obligations differentiated in the hotel management contracts relate to services linked to such management, such as fees for reservations made through the own channels of Meliá Group, or licences for use of own software applications. The Company recognises the revenues from the provision of these services as these obligations are met and are included under heading 'Other revenues' in the table of Note 7.1 of these consolidated notes to the accounts.
With regard to the contracts for the sale of vacation club units, the Group has identified as a performance obligation the provision of the marketed units to Club customers in their corresponding weeks. Regardless of the contract term, such obligation is considered to be met when the customer uses such weeks, moment in which the revenues are recognised in the consolidated income statement. The Group distributes the consideration received in proportion to the number of weeks included in the contract, deferring the revenue recognition until the moment of use and recognising the amount of non-used weeks under heading 'Capital grants and other deferred income' in liabilities of the consolidated balance sheet.
The consideration agreed in most of these contracts with customers of the vacation club includes the payment of interest derived from the deferred payments agreed in such contracts. The Group recognises the revenue from such interest over time when the right to receive it is generated, since the customers have the possibility to pay in advance the outstanding amounts.
The Company actively manages its real estate assets portfolio. In general, these are sales transactions for asset rotation which can be organised through the direct sale of the asset or through the company owning such asset. The net income of such transactions is shown under heading Operating revenues as Fixed assets capital gains and is calculated as set out in paragraph 71 of IAS 16, by deducting from the fair value of the consideration received the carrying amount of the assets disposed of.
Likewise, this operating segment of the Company includes sales transactions and/or the contribution of hotels to joint ventures and associates for the purposes of maximising present and future cash flows of this portfolio. These transactions involve the derecognition of the hotels in the consolidated accounts and the recognition of the consideration received, whether in cash or the retained interest, or a combination of both.
The Group recognises the retained residual interest in such hotel businesses at fair value, taking any change in the carrying value to the income statement, as detailed in Note 2.5. Therefore, the recognised capital gains tally with the obtained capital gains.
Income deriving from leases in investment properties is recognised on a straight-line basis over the term of the lease and is included as operating revenues under the asset management segment.
Interest income is recognised using the effective interest rate method for all the financial instruments measured at amortised cost. The effective interest rate is the rate that exactly discounts payments made and received in cash estimated over the expected life of the financial instrument. Interest income is recognised as financial income in the consolidated income statement.
Income from dividends is recognised when the right of the Group to receive the corresponding payment is established.
The Group assesses at inception of an agreement whether the agreement contains a lease. If this is the case, the corresponding lease liability and right of use are recorded. Otherwise, the lease payments are recognised as an operating expense as the economic benefits of the leased assets are realised.
The lease liability is initially calculated as the present value of the fixed or substantially fixed lease payments which have not been disbursed on that date, discounted by using an incremental rate during the minimum non-cancellable period, and considering the extension options that can reasonably be exercised and the periods with option to terminate that are not reasonably possible to exercise.
The initial recognition of the right-of-use asset includes the initial measurement of the liability, including the payments made before the start of the lease and the initial direct costs, discounting the rewards received. It is a common practice to establish clauses in hotel lease agreements that require some payments to improve the asset by the lessee. In such circumstances, usually, these improvements are not specific and are included as further payments to be discounted, affecting both the liability and the right of use.
Subsequently, the right of use is measured at cost less any accumulated depreciation and impairment losses. The depreciation period is the lease term or the useful life of the underlying asset, whichever occurs first. Additionally, the value is adjusted if new measurements of the liability are made due to circumstances affecting the amounts of the payments or the lease term. Some of these changes require a review of the discount rate used.
The Group applies IAS 36 in order to determine whether a right-of-use asset is impaired and recognises any impairment losses identified according to Note 3.2.
The Company has applied the following accounting policies, estimates and criteria:
The Company applies the low-value exemption for lease agreements whose underlying assets do not exceed USD 5,000 and the short-term exemption for lease agreements with a duration of less than one year. Lease and non-lease components are not separated in those assets in which these components are not likely to affect the total lease value.
The Company considers that the hotel management agreements are not within the scope of IRFS 16 application and, therefore, management revenues are recognised under IFRS 15 (see Note 3.11).
Most hotel lease agreements include a contingent payment based on the consumer price index of the country in which the asset is located which usually is reviewed every year. The index value at the date of lease inception is applied in the calculation of the minimum lease payments.
In case of variable rate lease agreements under which a minimum lease payment is set for defined periods, this amount is considered in the initial calculation, with the amount of the variable rate exceeding such minimum lease payment being recognised as an expense in the income statement.
Regardless of the date of execution of the agreement, for the purposes of recognition in the Group's financial statements, the initial date of the agreement is considered to be the date on which the hotel is effectively occupied, and which corresponds to the opening date.
The Company considers the minimum non-cancellable term as the initial term set forth in the lease agreement, without including the potential extensions if they are unlikely to be exercised. In order to determine whether an extension will be exercised with reasonable certainty, some key features have been defined and taken into account by the Group to determine whether there are economic rewards that justify such exercise: rates not adjusted to market conditions, investments to be made and the particularity of the hotel asset, among others.
Given the difficulty in setting the interest rate implicit in hotel lease agreements, the Group has decided to calculate the incremental borrowing rate as applicable to each agreement. The model for the calculation of incremental rates is based on a risk-free rate, the asset's economic context risks (country) and the risk inherent in the Company, all this weighted by the temporary value of cash flows as determined in the schedule of minimum lease payments stipulated in each lease agreement.
Lease liabilities with banks (leasing) are initially recognised using the interest rate implicit in the agreement. These liabilities are shown under heading 'Bank borrowings' of the consolidated balance sheet.
In general, right-of-use assets do not generate separate cash inflows, therefore, their impairment assessment must be made as part of a cash-generating unit and, consequently, the Group adjusts the calculation of the recoverable amount of such cash-generating unit as described in this Note. In this respect, the Group excludes from the carrying amount of the cash-generating unit the lease liabilities and also excludes from the calculation of the value in use the payments linked to such liabilities. By contrast, the Group includes in the calculation of the value in use the variable payments since they are not included in the lease liability, as well as the lease renewal payments when the term thereof is shorter than the cash flow projection period of the cash-generating unit.
In assessing value in use, the Group projects future cash flows by considering the budget approved by the governing bodies of the Company for 2020, and applying growth assumptions that are consistent with the market in which the asset operates and its historical performance for the remaining period, until a period equal to the lease term is completed. The discount rates used in determining the recoverable amount are also adjusted in a way consistent with the underlying cash flows and the corresponding cash-generating unit.
The corporate income tax expense for the year is calculated as the sum of the current tax in each of the subsidiary companies included in these consolidated annual accounts, excepting the existing 4 consolidated tax groups, whose parent companies are: Meliá Hotels International, S.A., Sol Meliá France S.A.S., Inversiones Explotaciones Turísticas, S.A. and Inmotel Inversiones Italia S.r.l., that are treated as one unit each.
This calculation arises from the application of the corresponding tax rate to the tax base for the year, after applying the existing tax credits and deductions, plus the change in deferred tax assets and liabilities recorded. This amount is recognised in the consolidated income statement, unless the tax relates to items recognised directly in equity, in which case the corresponding tax expense is also recognised in equity.
Current tax assets and liabilities are the estimated amounts payable to or receivable. The tax rates used are those in force at the consolidated balance sheet date.
Deferred tax assets and liabilities are calculated for all the temporary differences existing at the consolidated balance sheet date as the difference between the carrying amounts of the assets and liabilities and their tax bases.
Deferred tax assets and liabilities are only offset if there is a legally enforceable right to offset the current tax assets with current tax liabilities and when they relate to income taxes levied by the same tax authority and on the same taxable entity, or different taxable entities which intend to settle current tax liabilities and assets on a net basis.
Deferred tax liabilities are recognised for all taxable temporary differences, unless the temporary difference arises from goodwill for which amortisation is not deductible for tax purposes, or from the initial recognition of other assets and liabilities in a transaction, except in the case of a business combination, which affects neither accounting nor taxable profit or loss.
Likewise, deferred tax liabilities are recognised for all taxable temporary differences arising from investments in subsidiaries, associates and joint ventures, except when the following conditions are jointly met: the parent company is able to control the timing of the reversal of the temporary difference; and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, the carry-forward of unused tax credits and unused tax losses, to the extent that it is probable that they will be recovered by the generation of sufficient taxable profits against which the deferred tax asset and carry-forward of unused tax credits and unused tax losses can be used, excluding the deductible temporary differences arising from the initial recognition of an asset or liability in a transaction, except in the case of a business combination, which affects neither accounting nor taxable profit or loss.
Likewise, deferred tax assets for all taxable differences arising from investments in subsidiaries, associates and joint ventures, are only recognised when the following conditions are jointly met: it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be used.
At each balance sheet date the recovery of the deferred tax assets is reviewed and adjusted to the amount which is expected to be recovered based on the taxable profit available, calculated according to prudence criteria and excluding the potential profits deriving from the disposal of properties, given the uncertainty concerning their realisation dates, which depend on market conditions, and the different tax consequences depending on the nature of the transactions carried out.
Deferred tax assets and liabilities are measured based on their expected materialisation and on the tax legislation and tax rates approved, or substantively approved on the consolidated balance sheet date.
Debit and credit balances in foreign currency are measured at the exchange rate in force on the transaction date and at the end of the year are translated at the exchange rate then in force.
Exchange differences are treated as income or expenses in the year in which they occur, except for those arising from financing transactions granted to subsidiaries abroad which have been considered as an increase in the value of the net investment in such businesses since the settlement of such transactions is not foreseen or likely to occur, as provided for in IAS 21 "The Effects of Changes in Foreign Exchange Rates."
The Euro is the presentation currency of the Group and its parent company Meliá Hotels International, S.A.
The functional currency of each of the companies within the Group is the currency of the main economic environment in which the company operates. At the end of 2019 and 2018, the Venezuelan economy was classified as hyperinflationary, since it meets the characteristics of the economic environment laid down in IAS 29 "Financial Reporting in Hyperinflationary Economies".
Consequently, the balance sheets of the Venezuelan companies in the scope of consolidation have been restated based on a current cost approach that reflects the effects of changes in the price indices on their non-monetary assets and liabilities.
Likewise, the increase or decrease in purchasing power resulting from the application of the change in the price index to the net monetary position is taken to the profit or loss account of these companies. The restatement effect on the current monetary unit of the remaining items of the profit and loss account of Venezuelan companies is also included in the income statement.
As explained in Note 2.1 of the consolidated Annual Accounts for 2018, for the purposes of enhancing the true image of the consolidated financial statements and given the obvious economic link between the recognised impacts due to hyperinflation and the devaluation which are recorded in the country in recent years, the Group presents the two effects in the consolidated net equity, by recognising both the effect of the restatement of non-monetary items and the effect of the differences arising from the conversion into euros, directly under the heading Retained earnings in net equity.
The accumulated impacts of both magnitudes broken down separately for 2019 and 2018 are shown below:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| Asset Revaluation | 279,742 | 218,384 |
| Retained earnings decrease | (454,721) | (393,213) |
According to certain studies conducted by independent experts, hyperinflation stands at around 16,291%. In 2018, the inflation rate rose to 1,222,085% (see Note 2.6).
There are no other companies within the scope of consolidation which are considered as hyperinflationary economies at the end of 2019 and 2018.
The Board of Directors of Meliá Group approved in 2011 the General Policy for Risk Control, Analysis and Management, which establishes the risk management model, which is aimed at minimising the potential adverse effects of any risks on the consolidated annual accounts. Such policy is reviewed and, where appropriate, updated each year.
In geopolitical terms, the Group considers the outcome of Brexit negotiations to be one of the main geopolitical risks, and therefore, it develops contingency plans and business strategies intended to limit the impact of the UK's withdrawal from the European Union. In this respect, it is worth mentioning that in January 2020, Brexit has moved from being an uncertainty to being a reality, however, the impacts of such event are expected to take place by the end of 2020. The Company will follow up the negotiations that will arise throughout the year and, particularly, the changes in the exchange rate of the GBP against the EUR.
Nevertheless, the United Kingdom remains the primary source of tourists for Spain, with a total of 18.1 million of visitors, however, this figure represents a slight decrease in comparison with 2018 (2.4% less), according to the data published by the National Statistical Institute (data from the Survey of Tourist Movements on Borders - Frontur).
Likewise, the Group's activities are exposed to different financial risks: market risk (foreign exchange risk and interest rate risk), credit risk and liquidity risk. The policies pursued by the Group try to minimise the potential adverse effects on its consolidated financial statements.
The Group's consolidated annual accounts include certain items subject to fixed and variable interest.
It is a policy of the Company to provide partial hedge against changes in interest rates by contracting different financial derivatives that allow it to contract a fixed rate for a specified period that it applies to financing transactions with variable rates.
The structure of the debt as at 31 December 2019 is as follows (these amounts do not include unpaid interest due):
| (Thousand €) | Fixed Interest | Variable Interest | Total |
|---|---|---|---|
| Simple Bonds | 30,000 | 30,000 | |
| Other negotiable securities | 5,000 | 5,000 | |
| Bank loans | 432,535 | 188,158 | 620,693 |
| Mortgage-backed loans | 183,275 | 85,238 | 268,513 |
| Credit facilities | 1 | 1 | |
| Bank lease liabilities | 2,007 | 2,007 | |
| TOTAL DEBT | 645,810 | 280,405 | 926,215 |
Variable interest rate debts are basically tied to Euribor and USD Libor.
As at 31 December 2019, the Group has various interest rate swaps contracted which are classed as cash flow hedging instruments. The bank loans and mortgage-backed loans at a variable rate covered by these swaps are shown in the Fixed Interest column for the part of capital hedged. Additional breakdowns are included in Note 13.3.
In addition, the Company has various guarantees and deposits for different transactions, and which are broken down in Note 22.1.
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For comparison purposes, information for year 2018 is as follows:
| (Thousand €) | Fixed Interest | Variable Interest | Total |
|---|---|---|---|
| Simple Bonds | 30,000 | 30,000 | |
| European Commercial Papers (ECP) | 51,400 | 51,400 | |
| Other negotiable securities | 5,000 | 5,000 | |
| Bank loans | 390,439 | 86,462 | 476,901 |
| Mortgage-backed loans | 191,828 | 167,571 | 359,399 |
| Credit facilities | 125 | 125 | |
| Bank lease liabilities | 3,308 | 3,308 | |
| TOTAL DEBT | 633,667 | 262,465 | 926,132 |
The sensitivity, in thousand euro, of 2019 and 2018 profit or loss to interest rate variations (in base points) is as follows:
| Variation | 2019 | 2018 |
|---|---|---|
| + 25 | (643) | (644) |
| - 25 | 643 | 644 |
The above sensitivity analysis has been carried out considering an average increase/decrease throughout the year in the base points indicated in the table. The effect of the interest rate swaps included in Note 13.3 has been considered in this calculation.
The Group operates internationally and, therefore, is exposed to exchange rate risks on transactions in foreign currencies.
Foreign exchange risk arises from commercial, financial and investment transactions, as well as from the translation of the financial statements of subsidiaries which are denominated in a functional currency other than the presentation currency of the Group.
It is a policy of the Management to require the Group companies to manage any foreign exchange risks in relation to their functional currency. Additionally, despite not having financial instruments contracted (swaps, foreign exchange insurance), in order to mitigate these potential risks, the Group develops policies aimed at maintaining a balance between cash collections and payments of assets and liabilities denominated in foreign currencies.
An analysis of the sensitivity to the US dollar, Mexican peso, Dominican peso and British pound exchange rates has been carried out, since the Group has a major volume of business in such currencies.
The table below includes the effect of foreign exchange fluctuations on pre-tax profit or loss and on equity of relevant subsidiaries, assuming that all other factors remain the same:
| Profit & Loss | ||||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||
| (Thousand €) | +10% | -10% | +10% | -10% | ||
| Dominican Peso | 1,061 | (1,061) | 1,741 | (1,741) | ||
| Mexican Peso | 4,157 | (4,157) | 5,064 | (5,064) | ||
| US Dollar | 1,591 | (1,591) | 3,538 | (3,538) | ||
| British Pound | (503) | 503 | 254 | (254) | ||
| Equity | ||||||
| 2019 | 2018 | |||||
| (Thousand €) | +10% | -10% | +10% | -10% | ||
| Dominican Peso | 7,181 | (7,181) | 7,502 | (7,502) | ||
| Mexican Peso | 11,947 | (11,947) | 13,307 | (13,307) | ||
| US Dollar | (7,616) | 7,616 | (7,462) | 7,462 | ||
| British Pound | 467 | (467) | 1,841 | (1,841) |
61% of the Group's financial debt is denominated in Euros (73% in 2018), with 39% of the debt being denominated in other currencies (27% in 2018), thus adjusting to the cash generation in different currencies.
This allows the Group to manage a natural coverage of its debts, given the cash generation in those currencies.
Exposure to adverse situations experienced by debt or capital markets may prevent or hinder the coverage of financing needs required for the appropriate development of Meliá Group's activities.
The liquidity policy applied by the Group ensures that payment obligations acquired will be met without having to obtain funds under burdensome terms. To do that, the Company uses different management procedures, such as the maintenance of credit facilities committed for sufficient amount and flexibility, the diversification of the coverage of financing needs through the access to different markets and geographic areas, and the diversification of the maturities of the issued debt.
The table below summarises the maturities of the Group's financial liabilities as at 31 December 2019, based on face amounts by maturity:
| (Thousand €) | Less than 3 months |
3 to 12 months | 1 to 5 years | > 5 years | Total |
|---|---|---|---|---|---|
| Simple Bonds | 30,000 | 30,000 | |||
| Other negotiable securities | 5,000 | 5,000 | |||
| Loans | 12,335 | 87,361 | 535,723 | 253,788 | 889,206 |
| Credit facilities | 1 | 1 | |||
| Lease liabilities | 145,858 | 159,073 | 600,073 | 1,447,717 | 2,352,721 |
| Bank lease liabilities | 260 | 676 | 1,071 | 2,007 | |
| TOTAL | 158,454 | 247,110 | 1,141,867 | 1,731,505 | 3,278,936 |
The Company considers that the amount of flows generated, the borrowing policies applied, the debt maturity dates, the cash situation, and available credit facilities ensure the Group's capacity to settle the commitments in force as at 31 December 2019.
The average interest rate on these financial liabilities in 2019 is 3.11%. In 2018, the average interest rate was 3.20%. The rates used for Lease Liabilities are excluded from this average interest rate.
Likewise, the Company has an active management policy for the maintenance of the average maturity periods of the borrowings, as well as the recurrent renewals of short- and medium-term credit facilities.
For comparison purposes, the maturities at the 2018 year end were as follows:
| (Thousand €) | Less than 3 months |
3 to 12 months | 1 to 5 years | > 5 years | Total |
|---|---|---|---|---|---|
| Simple Bonds | 30,000 | 30,000 | |||
| European Commercial Papers (ECP) | 51,400 | 51,400 | |||
| Other negotiable securities | 5,000 | 5,000 | |||
| Loans | 11,906 | 99,690 | 439,948 | 284,757 | 836,300 |
| Credit facilities | 125 | 125 | |||
| Lease liabilities | 45,737 | 137,211 | 597,649 | 670,450 | 1,451,047 |
| Bank lease liabilities | 428 | 872 | 2,007 | 3,308 | |
| TOTAL | 58,071 | 289,297 | 1,044,604 | 985,207 | 2,377,179 |
The credit risk arising from the default of a counterparty (customer, supplier, or financial entity) is mitigated by the Group's policies regarding the diversification of customer portfolios, source markets, oversight of concentration and on-going in-depth debt control. In addition, in some cases the Group carries out other financial operations which allow the reduction of credit risks, such as assignments of receivables.
The Group's receivable periods range between 21 and 90 days; the average period of collection of receivables in 2019 was 29.03 days, 31.22 in 2018. The age of trade receivables at the year end is included in Note 15.2.
The main objectives of the Group's capital management is to guarantee financial stability in the short and long term, appropriate profitability rates on investments, positive evolution of the Meliá Hotels International S.A.'s share value, appropriate remuneration to shareholders through the distribution of dividends, as well as to ensure the appropriate and adequate financing of the investments and projects to be made and to maintain an optimal capital structure.
In terms of liquidity, the Group has EUR 328.9 million in cash and short-term deposits, allowing it to secure compliance with its payment commitments for the next year.
The financial position is also backed by the strong support of the banks and the Company's asset base. At present, 29% (38.8% at the 2018 year end) of the total debt is secured by the Group's assets, leaving a significant margin for the acquisition of new financing, even at average loan-to-value ratios (relation between the amount borrowed and the value of the asset) or with discounts on the last valuation of assets carried out in June 2018 by an independent expert.
In 2019, the Company's net debt was EUR 2,028 million, the evolution of such ratio being as follows:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| Debt | 2,357,684 | 2,197,793 |
| Cash | 328,944 | 312,902 |
| NET DEBT | 2,028,740 | 1,884,891 |
The amount of the Debt includes lease liabilities and its change in comparison with the previous year is largely motivated by the renegotiation of the lease agreement of Meliá White House hotel (see Note 18).
Fair value means the amount that may be received on the sale of an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.
Regarding assets and liabilities recognised at fair value in the consolidated balance sheet, the following hierarchy levels have been established in accordance with the variables used in the different measurement techniques:
Level 1: Based on prices quoted in active markets
Level 2: Based on other observable market variables, either directly or indirectly.
Level 3: Based on non-observable market variables.
The amounts of assets and liabilities recognised at fair value as at 31 December 2019 according to the hierarchy levels are as follows:
| (Thousand €) | 31/12/2019 | ||||||
|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | ||||
| Investment property | 116,267 | 116,267 | |||||
| Financial Assets at fair value: | |||||||
| Trading portfolio | 492 | 492 | |||||
| Unlisted equity instruments | 4,060 | 4,060 | |||||
| TOTAL ASSETS | 492 | 120,327 | 120,819 | ||||
| Financial liabilities at fair value: | |||||||
| Hedging derivatives | 3,143 | 3,143 | |||||
| Trading portfolio derivatives | 2,435 | 2,435 | |||||
| TOTAL LIABILITIES | 5,578 | 5,578 |
Financial instruments included in Level 1 are measured through observable prices in active markets. They mainly relate to equity instruments in listed companies.
Financial instruments included in Level 2 are measured by financial institutions using measurement techniques, mainly, discounted cash flows, based on observable market data. They mainly relate to interest rate swap financial derivatives.
Investment property included in Level 3 is measured through discounted cash flow techniques supported by studies from independent experts and their internal updates. As mentioned in Note 11, this heading includes investments made by the Group to obtain rental income or capital gains, such as interest in three apartment owners' associations in Spain, one shopping centre in America and other properties in Spain.
For the purposes of estimating future cash flows, expected growth rates are considered, both in lease prices and hotel operations, as appropriate, as well as other variables not directly observable.
Unlisted equity instruments are detailed in Note 13.1
For comparison purposes, the balances recorded in the different hierarchies at the end of 2018 are included below:
| (Thousand €) | 31/12/2018 | ||||||
|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | ||||
| Investment property | 149,437 | 149,437 | |||||
| Financial Assets at fair value: | |||||||
| Hedging derivatives | 10 | 10 | |||||
| Trading portfolio | 203 | 203 | |||||
| Unlisted equity instruments | 4,036 | 4,036 | |||||
| TOTAL ASSETS | 203 | 10 | 153,472 | 153,685 | |||
| Financial liabilities at fair value: | |||||||
| Hedging derivatives | 1,963 | 1,963 | |||||
| Trading portfolio derivatives | 3,514 | 3,514 | |||||
| TOTAL LIABILITIES | 5,477 | 5,477 |
The companies that comprise the Group present individual annual accounts, according to the regulations applicable in the country in which they operate.
Details of the companies included in the scope of consolidation as at 31 December 2019 are included in Annex 1 and Annex 2, which are classified as subsidiaries, joint ventures and associates.
Meliá Brasil Administraçao, whose corporate purpose is the hotel management, operates various hotels under management. As the hotels under management are properties in joint ownership and are not legally authorised to carry out operating activities, Meliá Brasil Administraçao has assumed the operation of such hotels on behalf of the joint owners, given the requirements of local regulations. Income and expenses arising from the operation of these establishments are not included in the consolidated income statement, since the risks and revenues arising therefrom are returned to the joint owners. Only income arising from the management of these establishments is included in the consolidated income statement.
The Tunisian company, Tryp Mediterranee, in which Meliá Hotels International, S.A. holds an 85.4% stake, is in dissolution process and therefore, is excluded from the Group's scope of consolidation since, currently, the Group has no control or significant influence over this company during such process.
The Group holds a 19.94% stake in the Venezuelan companies El Recreo Plaza C.A. and El Recreo Plaza & Cia C.A. through the direct stake of 20 % held by its subsidiary holding company Meliá Exhold, S.A. and, therefore, the equity method is applied since the Group has significant influence.
The companies Ayosa Hoteles S.L., S'Argamassa Hotelera, S.L. and Meliá Hotels Orlando, LLC. are fully consolidated, although only 50% or less of the voting rights are held. This is because the Group considers that it has the capability to influence the variable yields of such companies through the hotel management contracts that the Group has entered into with them.
During the first half of 2019, the Group has become the holder of 100% of the company Cibanco, S.A. IBM Fideicomiso el Medano (formerly called Banamex, S.A. Fideicomiso El Medano). The consideration paid for 69.72 % of the shares acquired in the transaction amounted to USD 33.4 million (EUR 29.1 million).
Cibanco, S.A. IBM Fideicomiso el Medano is a Mexican company, which owns and operates the hotel ME Cabo, located in Los Cabos (Pacific coast). With this acquisition, the Group aims to improve its position in Los Cabos, a luxury destination in Mexico, generating synergies with other hotels that the Company operates in the same area.
The carrying amount of the previous 30.28% shareholding amounted to EUR 5.9 million. According to paragraphs 41 and 42 of IRFS 3, the Company has reassessed the shareholding previously held in this company using the new fair value at the date of taking control, recognising the capital gains obtained in the consolidated income statement for the year in the amount of EUR 4.9 million (see Note 7.6). According to IFRS 3, paragraph 32, the difference of the business combination has been recognised as goodwill in the amount of EUR 4.2 million (see Note 9).
The valuation of this business combination is final and includes assets in the amount of EUR 66.5 million (including property, plant and equipment in the amount of USD 73.5 million) and liabilities in the amount of EUR 30.6 million, which include a deferred tax liability in the amount of EUR 14.7 million, due to the difference between the fair value of the hotel and the tax value of the property. The only revalued asset in the business combination is Me Cabo hotel. Such revaluation has been carried out based on the valuation carried out by the independent expert Jones Lang Lasalle in July 2018. The Group has internally reviewed and accepted the validity and effect of the valuation carried out by the independent expert since the assumptions and the market constraints have not changed significantly.
The amounts of the business combination of the company Cibanco, S.A. IBM Fideicomiso el Medano, are broken down below:
| (Thousand €) | Net Fair Value |
|---|---|
| ASSETS | |
| Non-current Assets | 64,166 |
| Tangible asset | 64,166 |
| Current Assets | 2,297 |
| Inventories | 575 |
| Trade and other receivables | 1,552 |
| Cash and other cash equivalents | 170 |
| TOTAL ASSETS | 66,463 |
| LIABILITIES | |
| Non-current Liabilities | 23,153 |
| Non-current bank loans | 8,485 |
| Deferred tax liability | 14,668 |
| Current Liabilities | 7,491 |
| Other current liabilities | 7,491 |
| TOTAL LIABILITIES | 30,644 |
For comparison purposes, information relating to the business combinations recognised in 2018 is included below:
In July 2018, the Group acquired 50% of the company Melcom Joint Venture, S.L. through the subscription of a capital increase in the amount of EUR 47.4 million. The total payment made by Meliá amounted to EUR 84.3 million, since it included a shareholder loan granted to Melcom Joint Venture in the amount of EUR 36.9 million. The said company owns:
For the proper distribution of the combination cost, the Group entrusted the valuation of the hotel assets included therein to an independent expert. As a result of such valuation, 50 % of the company Melcom Joint Venture S.L. was given a value of EUR 36.9 million, for which the Group paid an amount of EUR 47.4 million in the form of a capital increase.
Following such purchase, the Group acquired significant influence on the companies Melcom Joint Venture, S.L., Sistemas Ribey Cloud, S.L., Pelicanos Proporty, S.L. and Bellver, Property, S.L., over which it has joint control, while in the company Adprotel Strand, S.L. the Group acquired a total shareholding of 75% (previously, the Group held 50% in such company which until that moment was accounted for using the equity method), which means that it controls it and, therefore, the company became fully consolidated.
The shareholding in companies accounted for using the equity method was recorded as assets in the consolidated balance sheet in the amount of EUR 13.3 million, which corresponds to 50% of the value of its net assets.
The remaining amount of the price paid, i.e., EUR 34.1 million, was allocated as the purchase price of 25% indirect shareholding in the company Adprotel Strand, S.L., for the accounting record of the business combination.
The valuation of this business combination included assets in the amount of EUR 240.7 million (including property, plant and equipment in the amount of GBP 195 million) and liabilities in the amount of EUR 146.1 million (including a bank debt of GBP 60.7 million).
The amounts of the business combination of the company Adprotel Strand, S.L., which at the end of this year is regarded as final, are broken down below:
| (Thousand €) | Net Fair Value - 2018 July |
|---|---|
| ASSETS | |
| Non-current Assets | 239,439 |
| Tangible asset | 219,681 |
| Other non-current assets | 19,758 |
| Current Assets | 1,216 |
| Trade and other receivables | 952 |
| Cash and other cash equivalents | 264 |
| TOTAL ASSETS | 240,655 |
| LIABILITIES | |
| Non-current Liabilities | 139,515 |
| Non-current bank loans | 63,235 |
| Other non-current financial liabilities | 68,963 |
| Deferred tax liability | 7,317 |
| Current Liabilities | 6,625 |
| Current bank loans | 5,384 |
| Other current liabilities | 1,240 |
| TOTAL LIABILITIES | 146,140 |
At the time of the transaction, the shareholding previously held in this company was reassessed using the new fair value at the date of taking control, recognising the capital gains obtained in the income statement for the year in the amount of EUR 4.6 million (see Note 7.6).
The difference of the business combination was calculated as follows:
| (Thousand €) | (Thousand €) |
|---|---|
| (+) Paid additional 25% | 34,126 |
| (+) Non-controlling shareholdings at fair value | 25,458 |
| (+) Prior investment at fair value (50%) | 47,257 |
| (-) Net identifiable assets | (94,515) |
| Difference | 12,327 |
It was estimated that EUR 5,010 thousand of such amount were not recoverable and, therefore, such amount was recorded as loss in the consolidated income statement (see Note 7.6), since this is considered to be a premium paid for the acquisition of the control of a strategic asset for the Group (Me London).
The remaining amount of the difference calculated was considered as goodwill and recorded in the corresponding heading of the consolidated balance sheet (see Note 9).
The Company recorded the value of the non-controlling shareholdings according to their fair value on the date of the business combination, calculated based on the asset valuation carried out by the independent expert, adjusted by the other assets and liabilities recognised in the acquired company, the value of which amounted to EUR 25.5 million.
In 2019, the following changes have also been made to the scope of consolidation:
In 2019, the company Meliá Vietnam CO, Ltd., 100% owned by the Group, has been incorporated. Its corporate purpose consists of the hotel management of establishments located in the country. This transaction has not involved significant impacts on the Group's consolidated annual accounts.
In 2019, the company Sol Meliá Croacia has been liquidated, which was 100% owned by the Group. The hotel management contracts entered into with such company were previously assigned to other Group companies, therefore, such liquidation has not involved significant impacts on the Group's consolidated annual accounts.
The company Idiso Hotel Distribution, S.A., has merged with Prodigios Interactivos S.A., both companies 100% owned by the Group. Finally, the company Almeldik, SRLAU has been liquidated. Both transactions have not involved significant impacts on the consolidated annual accounts.
The Group has sold to a third party for a total of EUR 0.3 million the option to purchase it held on 49% of the company Sierra Parima, S.A., which operates one shopping centre in the Dominican Republic. Such option was included in liabilities in the consolidated balance sheet at its exercise value in the amount of EUR 9.9 million (see Note 13.2).
Additionally, 1% of the shareholding in such company has been sold in the amount of EUR 0.2 million, the Group now holding 50% of the shareholding, with the resultant loss of control.
The value of the net assets derecognised from the consolidated balance sheet at the time of the sale amounted to EUR 27.4 million, and mainly related to one shopping centre recorded as investment property (see Note 11).
As a result of this transaction, the value of the net assets has been reviewed in order to record the shareholding held at fair value according to IFRS 10, paragraph B27. The result of such valuation, made by the independent expert Towers Capital Group, is based on the discounted cash flow method and without considering the bank debt, giving an amount of EUR 33.6 million. Therefore, 16.8 million has been recorded as the value of the shareholding held in this company.
On the other hand, the Group has recognised as negative translation differences in the consolidated income statement the translation differences accumulated until the moment of loss of control in the amount of EUR 4.8 million (see Note 7.7).
The positive difference resulting from this transaction is recorded under heading Other financial income in the amount of EUR 4.6 million (see Note 7.7).
The Group has acquired the remaining 15% of the company Apartotel Bosque, S.A. in the amount of EUR 3 million, and has derecognised the non-controlling stake, as reflected under heading 'Other transactions with shareholders or owners' in the consolidated Statement of Changes in Equity.
The Group has increased its stake by 0.33% in the owners' association of Meliá Costa del Sol hotel through the purchase of apartments. This transaction has not involved significant impacts on the consolidated annual accounts.
In addition, the Group acquired 0.14% additional stake through the purchase of one apartment in the owners' association of Meliá Castilla hotel.
Likewise, the Group has acquired an additional stake in the company Plaza Puerta del Mar, increasing its stake by 0.2% and without significant impacts on the consolidated annual accounts.
For comparison purposes, changes in 2018 were as follows:
Following the transaction mentioned in Note 5.1., the Group became the owner of 50% of shares in the company Melcom Joint Venture, S.L. and its subsidiaries Sistema Ribey Cloud, S.L., Pelicanos Property, S.L. and Bellver Property, S.L. As from July, these companies were accounted for using the equity method.
In addition, in December 2018 the parent company of the Group acquired 20% of the company Mosaico B.V. (Netherlands) which indirectly owns 50% of shares in a Cuban joint venture that is building a hotel in the city of Trinidad (Cuba).
In 2018, the company Grupo Sol Services, 100% owned by Meliá Hotels International, S.A., was dissolved.
The company Moteles Andaluces, S.A. was also dissolved.
The abovementioned disposals did not have significant impacts on the Group's consolidated annual accounts.
In the first half of 2018, the Group acquired the remaining 25% of the company Idiso Hotel Distribution, S.A. which, before that date, was owned by minority shareholders, in the amount of EUR 7.3 million. Such transaction had a negative impact on the net equity attributable to the controlling company in the amount of EUR 1.3 million.
The Group acquired an additional stake through the purchase of apartments in the owners' association of Meliá Costa del Sol hotel, increasing its stake by 0.16%, and in the owners' association of Meliá Castilla hotel, increasing its stake by 0.14%, with no significant impacts on the consolidated annual accounts for 2018.
In 2019 the following name changes have been carried out:
In 2018, no name changes were carried out.
The segments included below make up the organisational structure of the company and their results are reviewed by the key decision-makers within the Group:
The segmentation of Meliá Hotels International is due to the diversification of operations existing in the Company based on hotel management, hotel operation, real estate and vacation club.
Certain headings included in the business and geographical segmentation tables are presented in an aggregate manner, due to the impossibility of splitting them into the various specified segments.
The policies for the determination of transfer prices applied by the Company in transactions between Group companies are similar to those applied in transactions with third parties.
The segmentation for 2019 of the consolidated income statement and the items in the consolidated balance sheet relating to operations is as follows:
| Hotel | ||||||||
|---|---|---|---|---|---|---|---|---|
| Other | ||||||||
| (Thousand €) | Hotel | Hotel | business with | Real | Vacation | Corporate Disposals | Balance | |
| Management | Business | hotel | Estate | Club | 31/12/19 | |||
| management | ||||||||
| INCOME STATEMENT | ||||||||
| Operating income and Results from assets sale | 299,012 | 1,545,374 | 66,596 | 20,844 | 91,305 | 124,883 | (347,267) | 1,800,748 |
| Operating expenses | (199,261) | (1,139,747) | (60,526) | (7,646) | (78,336) | (163,990) | 347,250 | (1,302,255) |
| EBITDAR | 99,751 | 405,627 | 6,071 | 13,198 | 12,969 | (39,106) | (16) | 498,494 |
| Leases | (20,406) | (195) | 17 | (20,584) | ||||
| EBITDA | 99,751 | 385,221 | 5,876 | 13,198 | 12,969 | (39,105) | 477,909 | |
| Depreciation and impairment | (5,743) | (227,344) | (1,457) | (223) | (864) | (19,486) | (255,116) | |
| EBIT | 94,008 | 157,877 | 4,419 | 12,975 | 12,105 | (58,591) | 222,794 | |
| Net financial income | (72,786) | |||||||
| Associates net income | 3,607 | (68) | 2,764 | 6,303 | ||||
| Profit before tax | 156,311 | |||||||
| Tax | (34,632) | |||||||
| CONSOLIDATED NET INCOME | 121,679 | |||||||
| Minority interests | (8,781) | |||||||
| NET INCOME ATTRIBUTED TO PARENT COMPANY | 112,898 | |||||||
| ASSETS & LIABILITIES | ||||||||
| Property,plant and equipment and intangible assets | 43,801 | 1,771,496 | 11,606 | 14,716 | 85,680 | 141,642 | 2,068,942 | |
| Right of use | 1,995 | 1,234,165 | 2,585 | 12,510 | 1,251,255 | |||
| Investments in associates | 55,664 | 16,984 | 140,064 | 212,711 | ||||
| Other non-current assets | 581,847 | |||||||
| Current operating assets | 172,711 | 127,161 | 7,832 | 6,073 | 100,507 | 172,519 | (363,466) | 223,337 |
| Other current assets | 417,567 | |||||||
| TOTAL ASSETS | 4,755,660 | |||||||
| Borrowings | 921,389 | |||||||
| Other non-current liabilities | 614,498 | |||||||
| Current operating liabilities | 110,230 | 241,271 | 12,564 | 2,973 | 122,940 | 240,456 | (305,962) | 424,472 |
| Other current liabilities | 72,976 | |||||||
| Lease liabilities | 2,350 | 1,418,593 | 2,913 | 12,438 | 1,436,295 | |||
| TOTAL LIABILITIES | 3,469,630 |
Within income from the Hotel Management segment, EUR 142.8 million of management fees are recorded, of which EUR 11.4 million relates to associates. The remaining income mainly relates to sales commissions.
On the other hand, Other business associated with hotel management heading mainly includes income and expenses associated with the tour-operator activity of the company Sol Caribe Tours, which amount to EUR 39.5 million and EUR 37.5 million, respectively (see Note 7.1).
Operating revenues in the Real Estate segment (or Asset management), includes capital gains derived from the sale of the hotels Tryp Azafata and Tryp Coruña in the amount of EUR 11.2 million. Likewise, it also includes income from the leasing of real estate for commercial purposes of the shopping centres in America, as well as from other provision of services. On the other hand, Operating expenses heading includes an impairment loss in the amount of EUR 3.1 million as a result of the adjustment of the fair value of certain investment properties.
Property, Plant and Equipment, within the hotel segment, includes an increase in the amount of EUR 64.2 million as a result of the business combination of Cibanco, S.A. IBM Fideicomiso el Medano, as detailed in Note 5.1. Moreover, additions for works and reforms were recognised in the total amount of EUR 74.7 million.
Eliminations during the year included the inter-segment invoicing for management fees and commissions totalling EUR 205.9 million. The provision of services to vacation club amounted to EUR 32.2 million.
The segmentation for 2018 of the income statement and the items in the balance sheet relating to operations is as follows:
| Hotel | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Thousand €) | Hotel Management |
Hotel Business |
Other business with hotel management |
Real Estate | Vacation Club |
Corporate Disposals | Balance 31/12/18 |
|
| INCOME STATEMENT | ||||||||
| Operating income and Fixex capital gain | 320,743 | 1,554,187 | 57,992 | 51,482 | 75,850 | 145,270 | (374,208) | 1,831,315 |
| Operating expenses | (220,022) | (1,127,244) | (54,139) | (27,951) | (68,267) | (186,185) | 374,206 | (1,309,602) |
| EBITDAR | 100,720 | 426,943 | 3,854 | 23,530 | 7,583 | (40,915) | (2) | 521,713 |
| Leases | 45 | (19,330) | (1,517) | (14) | 2 | (20,815) | ||
| EBITDA | 100,765 | 407,612 | 2,337 | 23,530 | 7,583 | (40,929) | 500,898 | |
| Depreciation and impairment | (8,402) | (215,884) | (942) | 807 | (1,970) | (15,637) | (242,027) | |
| EBIT | 92,363 | 191,729 | 1,395 | 24,337 | 5,613 | (56,566) | 258,871 | |
| Net financial income | (68,989) | |||||||
| Associates net income | 3,200 | 2,120 | 5,320 | |||||
| Profit before tax | 195,202 | |||||||
| Tax | (43,538) | |||||||
| CONSOLIDATED NET INCOME | 151,664 | |||||||
| Minority interests | (4,570) | |||||||
| NET INCOME ATTRIBUTED TO PARENT COMPANY | 147,094 | |||||||
| ASSETS & LIABILITIES | ||||||||
| Property,plant and equipment and intangible assets | 45,083 | 1,665,656 | 11,916 | 17,172 | 114,089 | 141,649 | 1,995,565 | |
| Investments in associates | 59,662 | 138,154 | 197,817 | |||||
| Right of use | 2,970 | 1,025,438 | 1,520 | 34,202 | 1,064,130 | |||
| Other non-current assets | 592,543 | |||||||
| Non-current Assets Held for Sale | 56,081 | |||||||
| Current operating assets | 160,585 | 140,661 | 10,233 | 5,592 | 127,113 | 125,115 | (293,730) | 275,568 |
| Other current assets | 382,870 | |||||||
| TOTAL ASSETS | 4,564,573 | |||||||
| Borrowings | 920,376 | |||||||
| Other non-current liabilities | 626,933 | |||||||
| Current operating liabilities | 116,416 | 299,061 | 11,223 | 5,662 | 121,680 | 201,757 | (286,833) | 468,967 |
| Other current liabilities | 66,468 | |||||||
| Lease liabilities | 3,491 | 1,260,527 | 1,827 | 11,572 | 1,277,417 | |||
| TOTAL LIABILITIES | 3,360,161 |
Within income from the Hotel Management segment, EUR 146 million of management fees was recorded, of which EUR 11.9 million related to associates. The remaining income mainly related to sales commissions.
On the other hand, Other business associated with hotel management heading mainly included income and expenses associated with the tour-operator activity of the company Sol Caribe Tours, which amounted to EUR 35 million and EUR 33.1 million, respectively (see Note 7.1).
Operating revenues in the Real Estate segment (or Asset management), included restatements of property assets in the amount of EUR 12.6 million and capital gains derived from the sale of the hotels Meliá Sevilla, Sol La Palma and Sol Jandía Mar in the amount of EUR 11.8 million. Likewise, it also included income from the leasing of real estate for commercial purposes of the shopping centres in America, as well as from other provision of services, in the amount of EUR 2.5 million. (See Note 11).
Main movements included in Property, Plant and Equipment were generated in the hotel business segment and related to the inclusion of the company Adprotel Strand, S.L., in the amount of EUR 219.7 million (see Note 5.1).
Eliminations in 2018 included the inter-segment invoicing for management fees and commissions totalling EUR 224.1 million. The provision of services to vacation club amounted to EUR 25.3 million.
Information by operating segments is the best format to represent the Group's financial information due to it provides a better understanding of the yield obtained as well as the annual monitoring. Likewise, the different geographic areas are broken down by revenues and assets according to the countries in which the cash-generating units are located and in which the Group operates (see Note 1):
| (Thousand €) | SPAIN | EMEA (*) | AMERICA | ASIA | Disposals | 31/12/2019 |
|---|---|---|---|---|---|---|
| Operating income and Results from assets sale | 1,040,897 | 382,786 | 619,623 | 5,512 | (248,071) | 1,800,748 |
| Total Assets | 2,243,296 | 1,249,176 | 1,268,589 | 5,740 | 4,766,800 |
(*) EMEA (Europe, Middle East, Africa) :
Includes regions of Africa, Middle East and rest of Europe, excluding Spain
Turnover among the different geographical segments amounted to EUR 248 million, of which EUR 194.7 million related to Spain, EUR 28.4 million to EMEA, and EUR 24.8 million negative to America.
Regarding operating revenues by country, some noteworthy countries were Mexico, with EUR 251 million and the Dominican Republic with EUR 238.9 million in the America segment. In EMEA segment, Germany contributed EUR 167.9 million.
Likewise, under the item Total assets, it is worth underlying the Mexico's contribution in the amount of EUR 533.8 million, and the Dominican Republic's contribution in the amount of EUR 422.2 million, under the America heading. With respect to EMEA segment, noteworthy is the contribution of the United Kingdom in the amount of EUR 547.4 million, due to the renewal of the lease agreement of Meliá White House hotel (see Note 18).
For comparison purposes, the balances corresponding to the previous year are as follows:
| (Thousand €) | SPAIN | EMEA (*) | AMERICA | ASIA | Disposals | 31/12/2018 |
|---|---|---|---|---|---|---|
| Operating income and Results from assets sale | 1,095,267 | 367,039 | 596,456 | 5,572 | (233,020) | 1,831,315 |
| Total Assets | 2,269,800 | 974,091 | 1,316,712 | 3,970 | 4,564,573 |
(*) EMEA (Europe, Middle East, Africa) :
Includes regions of Africa, Middle East and rest of Europe, excluding Spain
Turnover among the different geographical segments amounted to EUR 233 million, of which EUR 208.9 million related to Spain, EUR 28.6 million to EMEA, and EUR 4.6 million negative to America.
Regarding operating revenues by country, some noteworthy countries were Mexico, with EUR 213.6 million and the Dominican Republic with EUR 239.90 million in the America segment. In EMEA segment, Germany contributed EUR 162.9 million.
Likewise, under the item Total assets, noteworthy was the contribution of Mexico in the amount of EUR 442.7 million, and of the Dominican Republic in the amount of EUR 504.3 million, under the America heading. With respect to EMEA segment, noteworthy was the contribution of the United Kingdom in the amount of EUR 298 million, thanks to the inclusion of Me London hotel (see Note 5.1).
The breakdown of the balance of this caption in the income statement for 2019 and 2018 is as follows:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| Room sales | 996,082 | 989,734 |
| Food and beverages | 434,225 | 451,244 |
| Other business revenues | 103,104 | 100,236 |
| Hotel management revenues | 49,137 | 50,786 |
| Sale of vacation club units | 59,147 | 50,504 |
| Real estate income | 10,621 | 39,803 |
| Results from assets sale | 11,211 | 11,810 |
| Other revenues | 137,222 | 137,199 |
| TOTAL | 1,800,748 | 1,831,315 |
In Other revenues, it should be highlighted the amount of EUR 39.5 million of the company Sol Caribe Tours, S.A., deriving from its tour-operator activities. In 2018, the contribution was EUR 35 million.
In Fixed assets capital gains item, the net revenues derived from the sale of fixed assets are included (see Note 10).
The breakdown of the balance of this caption in the income statement for 2019 and 2018 is as follows:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| Food and beverages consumption | 127,164 | 131,976 |
| Ancillary goods consumption | 32,666 | 33,836 |
| Vacation club sales consumption | 654 | 201 |
| Sundry consumption | 38,551 | 24,772 |
| TOTAL | 199,035 | 190,785 |
Staff costs are broken down as follows:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| Wages,salaries and equivalent | 408,011 | 409,758 |
| Social security | 90,247 | 89,972 |
| Other social expenses | 19,568 | 20,636 |
| Allowances | 6,092 | 6,278 |
| TOTAL | 523,918 | 526,644 |
The average number of employees of Meliá Hotels International, S.A. and its subsidiaries over the last two fiscal years and broken down by job category is as follows:
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| MEN | WOMEN | TOTAL | MEN | WOMEN | TOTAL | |
| Management staff | 232 | 105 | 337 | 228 | 86 | 315 |
| Middle management | 1,418 | 1,121 | 2,539 | 1,876 | 1,224 | 3,101 |
| Core staff | 9,863 | 7,466 | 17,328 | 10,049 | 7,798 | 17,847 |
| TOTAL | 11,513 | 8,691 | 20,204 | 12,154 | 9,109 | 21,263 |
The breakdown of the balance of this caption in the consolidated income statement for 2019 and 2018 is as follows:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| Sundry rentals | 11,256 | 15,432 |
| Maintenance and repairs | 65,393 | 55,745 |
| External services | 123,762 | 115,583 |
| Transport and insurance | 19,310 | 16,350 |
| Banking expenses | 20,784 | 21,843 |
| Advertising and promotions | 45,343 | 49,112 |
| Supplies | 84,159 | 82,952 |
| Travel and ticketing expenses | 6,427 | 10,399 |
| Activity tax | 29,148 | 33,872 |
| Various external services | 155,620 | 152,710 |
| Other expenses | 18,100 | 38,175 |
| TOTAL | 579,301 | 592,173 |
The breakdown of the balance of this caption in the consolidated income statement for 2019 and 2018 is as follows:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| Amortisation charge, intangible assets | 20,225 | 17,223 |
| Depreciation charge, property, plant & equipment | 102,104 | 100,156 |
| Amortisation charge, right of use | 136,588 | 124,270 |
| Impairment of property, right of use | 1,126 | (526) |
| TOTAL | 260,042 | 241,123 |
Depreciation charge, property, plant & equipment item includes EUR 11.9 million relating to the impact of the accelerated depreciation of assets consisting of hotels operated under operating leases to adapt their useful lives to the term of such lease agreements. In 2018, this impact amounted to EUR 8 million.
The bargain purchase for 2019 and 2018 is broken down below:
| 2019 | |||||
|---|---|---|---|---|---|
| (Thousand €) | Revaluation previously held interest |
Purchase Benefit / Loss | |||
| Cibanco S.A. IBM Fideicomiso el Medano | 4,926 | 4,926 | |||
| Total | 4,926 | 0 | (4,926) |
In 2018 the bargain purchase arising from the inclusion of Adprotel was recorded:
| 2018 | ||||
|---|---|---|---|---|
| (Thousand €) | Revaluation previously held interest |
Purchase Benefit / Loss | Total | |
| Adprotel Strand, S.L. | 4,630 | (5,010) | (379) | |
| Total | 4,630 | (5,010) | (379) |
The details of the calculation of the two business combinations are explained in Note 5.
The breakdown of financial income and expenses included in the consolidated income statement in 2019 and 2018 is as follows:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| Dividend income | 418 | 702 |
| Interest income | 7,604 | 6,988 |
| Other financial income | 2,644 | 8,432 |
| Disposal of financial assets income | 4,578 | |
| Total Financial Income | 15,244 | 16,121 |
| Interest expenses | (31,172) | (29,889) |
| Financial expense leases | (41,381) | (43,515) |
| Other financial expenses | (2,099) | (1,901) |
| Surplus bad debt provision | (23) | (18) |
| Change in fair value of financial instruments | (603) | (852) |
| Total Financial Expenses | (75,278) | (76,175) |
| Exchange differences (Net Value) | (12,753) | (8,935) |
| NET FINANCIAL INCOME | (72,786) | (68,989) |
The amount of EUR 2.4 million is included in Other financial income and relates to the results from the restatement of balances which include the impact of hyperinflation on the net monetary assets of the Venezuelan subsidiaries. In 2018 this amount amounted to EUR 7.9 million.
In addition, in 2019 an income has been generated due to the loss of control of Sierra Parima, S.A., which has been included in Result from disposal of financial assets in the amount of EUR 4.6 million (see Note 5.2).
In 2019, the US dollar appreciated against the euro by 2.31%, the Mexican peso by 6.86% and the British pound by 6.01%, leading to a negative impact due to the excess of liabilities over assets denominated in US dollars, Mexican pesos and British pounds. On the other hand, Exchange differences (net value) heading includes 4.8 million of negative exchange differences due to the transfer of the translation differences to the consolidated income statement due to the loss of control of the company Sierra Parima, S.A. (see Note 5.2).
Basic earnings per share are calculated by dividing the net profit for the year attributable to ordinary shareholders by the average number of ordinary shares outstanding during the year.
Diluted earnings per share are calculated by dividing the net profit attributable to equity holders of the Parent by the average number of ordinary shares outstanding during the year. Both variables are adjusted by the effect of dilutive potential shares. At the end of 2019 and 2018, there were no potential ordinary shares and, therefore, there was no need for such adjustment.
| (Thousand €) | BASIC | DILUTED | |||
|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | ||
| Net income attributed to the parent company | 112,898,102 | 147,094,478 | 112,898,102 | 147,094,478 | |
| Results correction | |||||
| Adjusted results | 112,898,102 | 140,078,784 | 112,898,102 | 140,078,784 | |
| Number of ordinary shares | 229,700,000 | 229,700,000 | 229,700,000 | 229,700,000 | |
| Average weighted treasury shares | (2,025,124) | (1,736,468) | (2,025,124) | (1,736,468) | |
| Total number of shares | 227,674,876 | 227,963,532 | 227,674,876 | 227,963,532 | |
| Earnings per share | 0.50 | 0.65 | 0.50 | 0.65 |
The table below shows the calculations made in 2019 and 2018 for both variables:
The amount of earnings per share in 2018 prior to the application of IFRS 16, was EUR 0.54 for both basic earnings and diluted earnings.
The Board of Directors will propose to the Shareholders' General Meeting the payment of a gross dividend of EUR 0.1475 per share by using a maximum amount to be distributed of EUR 33.87 million.
For fiscal year 2018, the Shareholders' General Meeting approved the payment of a gross dividend of EUR 0.1830 per share, for which the amount of EUR 41.7 million was made available during the second half of 2019.
| Balance | Depreciatio | Scope | Exchange | Balance | ||||
|---|---|---|---|---|---|---|---|---|
| (Thousand €) | Additions 31/12/18 n 2019 |
Disposals | Variations | Differences | 31/12/19 | |||
| GROSS VALUE | ||||||||
| Goodwill | 67,999 | 4,175 | 93 | 72,267 | ||||
| Transfer rights | 30,563 | 662 | 172 | 31,397 | ||||
| Computer software | 186,089 | 16,718 | (194) | 37 | 202,650 | |||
| Other intangible assets | 7,209 | (7) | 85 | 7,287 | ||||
| Total Gross Value | 291,860 | 17,380 | (201) | 4,175 | 388 | 313,602 | ||
| ACCUMULATED DEPRECIATION | ||||||||
| Transfer rights | (7,815) | (989) | (22) | (220) | (9,046) | |||
| Computer software | (134,578) | (19,229) | 194 | (120) | (153,732) | |||
| Other intangible assets | (5,095) | (7) | 7 | (53) | (5,148) | |||
| Total Accumulated amortisation | (147,489) | (20,225) | (22) | 201 | (393) | (167,927) | ||
| NET CARRYING VALUE | 144,371 | (20,225) | 17,359 | (0) | 4,175 | (5) | 145,675 |
The breakdown of the cost and accumulated amortisation of intangible assets is as follows:
The amount of EUR 11.7 million included in section Additions of Computer software relates to the technological innovation project carried out by the Company for the creation of a new framework for hotel management, by means of which the Company seeks to improve the technological services provided to its customers. In addition, other additions in software projects have been carried out in the amount of EUR 5 million.
The additions in Scope variations of goodwill relate to the business combination of Me Cabo (see Note 5.2).
For comparison purposes, the breakdown of these movements in 2018 was as follows:
| (Thousand €) | Saldo 31/12/17 |
Depreciatio n 2018 |
Additions | Disposals | Scope Variations |
Diferencias cambio |
Balance 31/12/18 |
|---|---|---|---|---|---|---|---|
| COSTE | |||||||
| Goodwill | 60,714 | 7,317 | (32) | 67,999 | |||
| Transfer rights | 25,744 | 6,774 | (945) | (1,010) | 30,563 | ||
| Computer software | 165,805 | 21,039 | (790) | 35 | 186,089 | ||
| Other intangible assets | 7,163 | 19 | 27 | 7,209 | |||
| Total Gross Value | 259,425 | 27,831 | (1,735) | 7,317 | (979) | 291,860 | |
| ACCUMULATED DEPRECIATION | |||||||
| Transfer rights | (6,380) | (1,521) | 86 | (7,815) | |||
| Computer software | (119,628) | (15,656) | 149 | 561 | (4) | (134,578) | |
| Other intangible assets | (5,043) | (46) | (7) | (5,095) | |||
| Total Accumulated amortisation | (131,051) | (17,223) | 149 | 561 | 75 | (147,489) | |
| NET CARRYING VALUE | 128,374 | (17,223) | 27,980 | (1,174) | 7,317 | (904) | 144,371 |
Value in Goodwill heading increased as a result of the inclusion of the company Adprotel Strand, S.L.U., see Note 5.1.
The additions recorded under item Transfer rights mainly related to the acquisition of rights to operate one hotel under management in the United Kingdom and three in Spain. The disposals mainly related to the termination of rights to operate one hotel under management in Qatar.
The amount of EUR 12.3 million included in section Additions of Computer software related to the technological innovation project carried out by the Company for the creation of a new framework for hotel management, by means of which the Company seeks to improve the technological services provided to its customers.
On the other hand, the impact of Exchange differences arose from the depreciation of the British pound and the Brazilian real due to their impact on the Group's Transfer rights on hotels in the United Kingdom and Brazil.
The amounts resulting from business combinations are recognised in the balance of goodwill, according to Note 2.5. The net carrying values of goodwill existing prior to the adoption of the IFRS are also included.
The amounts concerned by company are as follows:
| (Thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Apartotel, S.A. | 504 | 504 |
| René Egli, S.L.U. | 1,708 | 1,708 |
| Hotel Metropolitan, S.A.S. | 1,181 | 1,181 |
| Cadstar France, S.A.S. | 813 | 813 |
| Ihla Bela de Gestao e Turismo, Ltd. | 927 | 927 |
| Lomondo, Ltd. | 5,305 | 5,211 |
| Hotel Alexander, S.A.S. | 8,496 | 8,496 |
| Operadora Mesol, S.A. de C.V. | 465 | 465 |
| Cibanco SA IBM Fideicomiso CIB/2950 | 4,175 | |
| Sol Maninvest, B.V. | 886 | 886 |
| Prodigios Interactivos, S.A. | 14,780 | 14,780 |
| Inmotel Inversiones Italia S.R.L. | 25,711 | 25,711 |
| Adprotel Strand, S.L. | 7,317 | 7,317 |
| TOTAL | 72,267 | 67,999 |
Changes in the fiscal year derive from the new goodwill generated as a result of the inclusion of the company Cibanco SA IBM Fideicomiso, as well as the exchange differences generated in the company Lomondo, Ltd.
The goodwill recorded at year end has been subject to impairment tests based on the expected cash flows of the cash-generating units for each of the related companies.
Such units are shown in the following table:
| Company | Cash Generating Units (C.G.U.) |
|---|---|
| Apartotel, S.A. | Hoteles Meliá Castilla, Meliá Costa del Sol y Meliá Alicante |
| Hotel Metropolitan, S.A.S. | Hotel Meliá Paris Vendöme |
| Cadstar France, S.A.S. | Hoteles Meliá Paris Notre-Dame, Paris Opera y Meliá Paris Tour Eiffel |
| Ihla Bela de Gestao e Turismo, Ltd. | Hoteles Melia Península Varadero, Meliá Las Dunas, Tryp Cayo Santa María, |
| Meliá Cayo Santa María, Tryp Habana Libre y Tryp Cayo Coco. | |
| Lomondo, Ltd. | Hotel Meliá White House |
| Hotel Alexander, S.A.S | Hotel Meliá Paris Champs Elysées |
| Operadora Mesol, S.A. de C.V. | Hoteles Meliá Cozumel, Meliá Puerto Vallarta, Paradisus Cancún Resort, |
| Paradisus Los Cabos, Meliá Azul Itxapa | |
| Sol Maninvest, B.V. | Hoteles Sol Aurora, Sol Garden Istra, Meliá Coral, Sol Polynesia, Sol Stella, |
| Sol Umag, Adriatic, Sipar y Park Umag. | |
| Prodigios Interactivos, S.A. | Plataforma distribución hotelera |
| René Egli, S.L.U. | Centro deportivo |
| Inmotel Inversiones Italia S.R.L. | Hotel Meliá Milán |
| Adprotel Strand, S.L. | Hotel Me London |
| Cibanco SA IBM Fideicomiso | Me Cabo |
Cash-generating units mainly relate to hotels operated or managed.
The risk factors taken into account by the Company are the expected exchange rates for the currencies in which cash flows are generated by each cash-generating unit and the risk-free interest rates in each of the geographic areas in which the cash flows are generated.
Cash flow included in the measurement includes business and competition risks. The method used is the EBITDA multiple, which is applied to the actual average EBITDA for the year and the previous year of the various cashgenerating units, without assuming increases in income when considering future cash flows.
Multiples used, aggregated by geographic areas, are as follows:
| EBITDA multiples | 2019 | 2018 |
|---|---|---|
| Spain | 9.98 - 10.24 | 9.98 - 10.24 |
| Rest of Europe | 10.24 - 118.49 | 10 - 21.23 |
| Latin America | 6.0 - 8.0 | 6.0 - 8.0 |
Movements in the different headings of property, plant and equipment and their accumulated depreciation during the year are as follows:
| (Thousand €) | Balance 31/12/18 |
Depreciatio n 2019 |
Additions | Disposals | Transfers | Scope Variations |
Exchange Differences |
Balance 31/12/19 |
|---|---|---|---|---|---|---|---|---|
| GROSS VALUE | ||||||||
| Land | 447,074 | 0 | 16,068 | (1,893) | (378) | 24,487 | 7,586 | 492,944 |
| Buildings | 1,456,717 | 0 | 45,118 | (19,994) | 5,820 | 41,206 | 17,673 | 1,546,539 |
| Plant and Machinery | 478,279 | 0 | 19,363 | (11,458) | 1,879 | (1,645) | 76 | 486,494 |
| Other fixed assets | 492,355 | 34,702 | (30,094) | 6,060 | 7,222 | (4,326) | 505,919 | |
| Works in progress | 20,269 | 0 | 0 | (13,381) | 0 | 193 | 7,081 | |
| Total Gross Value | 2,894,693 | 115,251 | (63,439) | (0) | 71,270 | 21,201 | 3,038,977 | |
| ACCUMULATED DEPRECIATION | ||||||||
| Buildings | (421,950) | (34,135) | (1,250) | 8,543 | (4,525) | (2,819) | (456,136) | |
| Plant and Machinery | (318,110) | (35,363) | (118) | 11,773 | 463 | (373) | (341,728) | |
| Other fixed assets | (303,439) | (32,606) | (1,407) | 11,967 | (5,214) | 12,853 | (317,845) | |
| Total Accumulated Depreciation | (1,043,499) | (102,104) | (2,775) | 32,283 | 0 | (9,276) | 9,661 | (1,115,710) |
| NET CARRYING VALUE | 1,851,194 | (102,104) | 112,476 | (31,156) | 0 | 61,994 | 30,863 | 1,923,267 |
Among the additions in the fiscal year it is worth mentioning the investments made in the Dominican Republic in the amount of EUR 25.2 million as well as additions in Spain in the amount of EUR 42.2 million as a result of various reforms and investments made in the Balearic Islands, Madrid and the Canary Islands.
Land heading includes the acquisition of a plot adjacent to Me Cabo hotel in the amount of EUR 15.6 million.
On the other hand, additions of EUR 3.3 million of net carrying value (EUR 6.1 million of cost less EUR 2.8 million of depreciation) for the revaluation of assets located in hyperinflationary economies (Venezuela) are also included. This increase has been offset by the exchange differences shown in the relevant column as a result of the application of a new exchange rate calculated based on the inflation rate of the country, as explained in Note 2.6.
Main disposals in the year relate to the sale of the hotel Tryp Coruña, located in Galicia, and the hotel Tryp Azafata, located in Valencia, for a net carrying value of EUR 9.9 million (EUR 26 million of cost and EUR 16.1 million of accumulated depreciation). These sales have generated a net capital gain of EUR 10.1 million.
Regarding Scope Variations column, the balances broken down relate to the acquisition of control of the company Cibanco S.A. IBM Fideicomiso el Medano and the loss of control of the company Sierra Parima, S.A.S, which now is accounted for using the equity method. (see Notes 5.1 and 5.2).
The Exchange differences generated during the fiscal year, mainly relate to the devaluation of the Venezuelan bolivar and the Dominican peso. Such effect has been offset by the appreciation of the Mexican peso and the British pound.
For comparison purposes, the information for year 2018 is shown below:
| (Thousand €) | Balance 31/12/17 |
Depreciation 2018 |
Additions Disposals Transfers | Transfer to Disposal Group |
Scope Variations |
Exchange Differences |
Balance 31/12/18 |
||
|---|---|---|---|---|---|---|---|---|---|
| GROSS VALUE | |||||||||
| Land | 403,284 | 0 | 2,989 | (10,933) | 0 | (5,030) | 58,849 | (2,085) | 447,074 |
| Buildings | 1,485,647 | 0 | 106,285 | (106,697) | 2,639 | (167,302) | 143,303 | (7,159) | 1,456,717 |
| Plant and Machinery | 451,046 | 0 | 55,734 | (25,974) | 416 | (27,228) | 24,844 | (560) | 478,279 |
| Other fixed assets | 513,796 | 0 | 67,183 | (83,412) | 880 | (2,630) | 47 | (3,509) | 492,355 |
| Works in progress | 41,843 | 0 | 13,909 | (835) | (7,810) | (25,085) | 0 | (1,753) | 20,269 |
| Total Gross Value | 2,895,617 | 0 | 246,100 (227,851) (3,874) | (227,275) | 227,042 | (15,065) | 2,894,693 | ||
| ACCUMULATED DEPRECIATION | |||||||||
| Buildings | (493,900) | (37,091) | (6,064) | 45,423 | 3,874 | 61,504 | 0 | 4,303 | (421,950) |
| Plant and Machinery | (374,970) | (31,404) | (1,072) | 27,448 | 0 | 71,504 | (7,327) | (2,289) | (318,110) |
| Other fixed assets | (350,676) | (31,661) | (6,952) | 79,860 | 0 | 2,023 | (35) | 4,000 | (303,439) |
| Total Accumulated Depreciation | (1,219,545) | (100,156) | (14,087) | 152,731 | 3,874 | 135,031 | (7,361) | 6,014 | (1,043,499) |
| NET CARRYING VALUE | 1,676,072 | (100,156) | 232,012 | (75,120) | (0) | (92,244) | 219,681 | (9,051) | 1,851,194 |
Main disposals in 2018 related to the sale of the hotels Meliá Sevilla, Sol La Palma and Sol Fuerteventura Jandía, located in Seville, Tenerife and Fuerteventura, respectively, for a net carrying value of EUR 60.5 million (EUR 108.6 million of cost and EUR 48.1 million of accumulated depreciation). This sale generated a net capital gain of EUR 6.8 million.
The hotels were sold to the investment property company ATOM HOTELES SOCIMI, S.A. (ATOM), owned, among others, by Bankinter, S.A. According to the agreements reached with ATOM, the hotels continue to be operated by the Company under variable rent lease agreements.
Regarding the Scope Variations column, the balances broken down related to the inclusion of the company Adprotel Strand, S.L., owner of the Me London hotel, as stated in Note 5.1.
The investments carried out in the Dominican Republic stood out among the additions of 2018, including EUR 64 million in the company Infinity Vacations Dominicana, incorporated in 2017, and which concluded the development of the new The Grand Reserve at Paradisus Palma Real hotel, a project liked to the new product Circle.
Additions in the fiscal year also included EUR 62.5 million as a result of various reforms and investments made in hotels in Spain, mainly in the Balearic Islands, Madrid, Catalonia and the Canary Islands.
The Transfer to Disposal Group column included the disposal from property, plant and equipment of the net carrying amount of the hotel assets that the Group owned in Puerto Rico and which at the end of the previous year were in the process of being sold (see Note 14).
On the other hand, additions of EUR 18.3 million of net carrying value (EUR 29.9 million of cost less EUR 11.7 million of depreciation) for the revaluation of assets located in hyperinflationary economies (Venezuela) were also included. The increase was offset by the exchange differences shown in the relevant column, in the amount of EUR 18.3 million negative, as a result of the application of a new exchange rate calculated based on the inflation rate of the country, as explained in Note 2.6.
The Exchange differences generated during the fiscal year mainly related to the devaluation of the Venezuelan bolivar, as abovementioned, as well as of the British pound and the Brazilian real. On the other hand, the appreciation of the Mexican peso and the US dollar had certain effect.
There are 10 owned properties that have been mortgaged to secure several loans at the end of 2019, and their net carrying value amounts to EUR 572.10 million; in 2018 the total number of properties was 16 and their net carrying value amounted to EUR 609.14 million.
As at 31 December 2019 and 2018 the Directors consider that there was sufficient insurance coverage for their assets.
Net capital gains derived from the revaluation of assets carried out by the parent company, based on various legal regulations and voluntary revaluations prior to 1997, in order to correct the effects of monetary inflation, were as follows:
| (Thousand €) | |
|---|---|
| Restatement of budgets for 1979 | 24,848 |
| Restatement of budgets for 1980 | 28,852 |
| Restatement of budgets for 1981 | 1,197 |
| Restatement of budgets for 1982 | 26,480 |
| Voluntary restatement before 1990 | 3,146 |
| Restatement under R.D.L. 7/96 | 53,213 |
| TOTAL | 137,736 |
In 2018, Meliá Hotels International S.A. commissioned the valuation of the Group's owned assets. The valuation of most of the assets was conducted by the worldwide firm Jones Lang Lasalle Hotels (JLL), which specialises in hotel investment and consulting services. Such valuation determined their market price at 30 June 2018 and included the assets recorded in the consolidated Financial Statements using the full consolidation method.
The valuation of such assets resulted in a global amount of EUR 3,758 million. Within the global figure eight assets recorded under Investment Property heading of the consolidated Balance Sheet were included (see Note 11). At the end of 2019 no significant differences were found compared to the values of the assets valuated in 2018.
The balance of investment property includes the net carrying value of investments made by the Group to obtain rental income or capital gains, such as interest in three apartment owners' associations in Spain, one shopping centre in America and other properties in Spain.
Movements recorded in 2019 according to the type of assets included under this heading, are detailed in the following table:
| Exchange | Balance | ||||
|---|---|---|---|---|---|
| (Thousand €) | 31/12/18 | Additions | Disposals | Differences | 31/12/19 |
| Apartments in Spain | 91,252 | 169 | (575) | 90,846 | |
| Shopping Centres in America | 42,350 | (0.00) | (31,341) | 308 | 11,317 |
| Other properties in Spain | 15,834 | (0.00) | (1,731) | 14,104 | |
| TOTAL | 149,437 | 169 | (33,647) | 308 | 116,267 |
The main movement during the year was a disposal in the amount of EUR 30.5 million due to the loss of control of the company Sierra Parima, S.A., which now is accounted for using the equity method (see Note 5.2). Such company owns one shopping centre in Punta Cana (the Dominican Republic).
In addition, disposals in the amount of EUR 3.1 million are included due to the review of the fair value of the investment properties carried out during the year. Such value adjustment is recorded as operating expense in the consolidated income statement.
The breakdown of net income generated by investment properties in the Group's consolidated income statement is as follows:
| (Thousand €) | Apartments Spain | Shopping Centres America |
Other Properties Spain |
Total |
|---|---|---|---|---|
| Operating income | 1,022 | 68 | 1,089 | |
| Operating expenses | (1,006) | (1,006) | ||
| EBITDA | 15 | 68 | 83 | |
| Depreciation | (133) | (133) | ||
| Net Financial Income | 219 | 1,653 | 1,872 | |
| Net Income in Associates | 3,095 | 3,095 | ||
| Tax | (91) | (91) | ||
| CONTRIBUTION TO GROUP NET INCOME | 3,314 | 1,444 | 68 | 4,826 |
The contribution of the apartments in Spain relates to dividends collected from companies in which the Group has no significant influence and the proportional part of the results for the year of the companies which are accounted for using the equity method. Such apartments relate to establishments which are operated by the Group under management through associates, and which generate income in the amount of EUR 5.9 million, not included in the above table.
The contribution of the shopping centres in America relates to the part in the profit and loss account of the operating companies corresponding to such investment properties. This includes revenues from the lease of premises, as well as from other service provisions in the amount of EUR 1 million.
The contribution of other properties in Spain relates to the lease of one establishment located in Madrid.
For comparison purposes, the information for year 2018 is shown below:
| (Thousand €) | Balance 31/12/17 |
Additions | Disposals | Exchange Differences |
Balance 31/12/18 |
|---|---|---|---|---|---|
| Apartments in Spain | 78,424 | 12,828 | 644 | 91,252 | |
| Shopping Centres in America | 47,749 | 20 | (6,063) | 42,350 | |
| Other properties in Spain | 9,726 | 6,108 | 15,834 | ||
| TOTAL | 135,900 | 18,956 | (6,063) | 644 | 149,437 |
Movements in the previous year included additions in the amount of EUR 12.6 million and disposals in the amount of EUR 6 million for fair value adjustments made on the net carrying amount of property investments, as a result of the asset valuation made by independent experts (see Note 10).
Likewise, an addition was included in the amount of EUR 4.4 million for the transfer of certain offices located in Madrid from property, plant and equipment to investment property, since these became operated under lease.
The breakdown of net income generated by investment properties in the Group's consolidated income statement in 2018 is as follows:
| (Thousand €) | Apartments Spain | Shopping Centres America |
Other Properties Spain |
Total |
|---|---|---|---|---|
| Operating income | 2,418 | 66 | 2,484 | |
| Operating expenses | (2,406) | (2,406) | ||
| EBITDA | 12 | 66 | 78 | |
| Depreciation | (193) | (193) | ||
| Net Financial Income | 199 | 3,809 | 4,008 | |
| Net Income in Associates | 3,129 | 3,129 | ||
| Tax | 2,092 | 2,092 | ||
| CONTRIBUTION TO GROUP NET INCOME | 3,328 | 5,720 | 66 | 9,114 |
The contribution of the apartments in Spain related to dividends collected from companies in which the Group has no significant influence and the proportional part of the results for the year of the companies which are accounted for using the equity method. Such apartments relate to establishments which are operated by the Group under management, and which generated income in the amount of EUR 5.9 million in 2018, not included in the above table.
The contribution of the shopping centres in America related to the part in the profit and loss account of the operating companies corresponding to such investment properties. This included revenues from the lease of premises, as well as from other service provisions in the amount of EUR 2.4 million.
The contribution of other properties in Spain related to the lease of one establishment located in Madrid.
The financial investments relating to shareholdings in associates and joint ventures have been measured using the equity method.
Balances and movements of this heading are as follows:
| (Thousand €) | % | Balance | Net Income | Additions | Disposals | Exchange | Balance |
|---|---|---|---|---|---|---|---|
| 31/12/2018 | 2019 | Differences | 31/12/2019 | ||||
| Meliá Zaragoza, S.L. | 50.00% | (1,377) | 1,377 | ||||
| Evertmel Group (*) | 49.00% | 24,205 | (619) | 8 | (51) | 23,543 | |
| Altavista Hotelera, S.A. | 48.74% | 30,365 | 720 | 290 | 31,375 | ||
| Melcom Group (*) | 50.00% | 14,390 | (12) | 1,505 | (2,668) | 13,215 | |
| Producciones de Parques Group (*) | 50.00% | 32,200 | 461 | 4 | (124) | 32,541 | |
| Fourth Project 2012, S.L. | 50.00% | 3,164 | 329 | (200) | 3,293 | ||
| Melia Hotels USA Group (*) | 50.00% | 450 | (459) | 13 | 4 | ||
| Yagoda Inversiones, S.L.U. | 50.00% | 1 | (3) | 90 | 88 | ||
| Sierra Parima, S.A. | 50.00% | (68) | 17,485 | (197) | 17,220 | ||
| TOTAL JOINT VENTURES | 104,774 | (1,029) | 20,760 | (3,043) | (184) | 121,280 | |
| Homasi, S.A. | 35.00% | 51,524 | 3,447 | (1,574) | 53,398 | ||
| Plaza Puerta del Mar, S.A. | 20.01% | 4,918 | 428 | 48 | (283) | 5,111 | |
| Promedro Group (*) | 20.00% | 5,955 | 862 | 25 | (196) | 6,647 | |
| Turismo de Invierno, S.A. | 21.42% | 3,544 | 115 | (49) | 3,610 | ||
| C.P. Meliá Castilla | 31.72% | 5,004 | 2,195 | 21 | (1,491) | 5,729 | |
| C.P.Meliá Costa del Sol | 21.18% | 3,075 | 900 | 44 | (801) | 3,219 | |
| Jamaica DevCo S.L. | 49.00% | 568 | (735) | 166 | |||
| El Recreo Group (*) | 19.94% | 547 | (2) | 545 | |||
| Inversiones Guiza, S.A. | 49.85% | (5) | (3) | 8 | |||
| Cibanco, S.A. IBM Fideicomiso El Medano | 30.28% | 5,920 | (5,920) | ||||
| Hellenic Hotel Management | 40.00% | (26) | 26 | ||||
| Mosaico BV | 20.00% | 648 | 20 | 668 | |||
| Detur Panamá, S.A. | 49.93% | (785) | 922 | (138) | |||
| Starmel Group (*) | 20.00% | 1,602 | (319) | (3) | 1,280 | ||
| Renasala Group (*) | 30.00% | 9,767 | 1,226 | 559 | (325) | 11,226 | |
| TOTAL ASSOCIATES | 93,041 | 7,332 | 1,839 | (10,644) | (138) | 91,431 | |
| TOTAL | 197,817 | 6,302 | 22,599 | (13,687) | (322) | 212,711 |
(*) The companies belonging to the same line of business are presented jointly
Evermel Group consists of the companies Evertmel, S.L, Mongamenda S.L. and Kimel S.L.
Producciones de Parques Group consists of the companies Producciones de Parques, S.L.,Tertian XXI S.L.U. and Golf Katmandú,S.L.
Melia Hotels USA Group consists of the companies Melia Hotels USA,Llc. and Melia Hotels Florida Llc. Promedro Group consists of the companies Promedro,S.A.and Nexprom,S.A.
El Recreo consists of the companies El Recreo Plaza C.A. and El Recreo Plaza & Cía. C.A.
Starmel Group consists of the companies Starmel Hoteles JV,S.L, Starmel Hoteles OP 2, S.L.U, Fuerteventura Beach Property S.L.U and Santa Eulalia Beach Property, S.L.U. Renasala Group consists of the companies Renasala,S.L, Starmel Hoteles OP S.L.U, Torremolinos Beach Property,S.L.U, Palmanova Beach Property, S.L.U, Puerto del Carmen Beach Property,S.L.U, San Antonio Beach Property, S.L.U.
Melcom Group consists of the companies Sistemas Ribey Cloud,S.L., Pelícanos Property, S.L.U., Bellver Property, S.L.U. and Melcom Joint Venture. S.L.
Additions in the year mainly relate to the loss of control by the Group of the company Sierra Parima, S.A. in the amount of EUR 17.5 million, EUR 16.8 million at the moment of loss of control, and the remaining amount for subsequent contributions (see Note 5.2). On the other hand, the main disposal relates to the company Cibanco, S.A. IBM Fideicomiso El Medano, since this company is now fully consolidated (see Note 5.1).
Investments using the equity method on Meliá Zaragoza, S.L. and Detur Panamá, S.A. amounted to zero, as in the previous year, since the negative holding in these companies was partially offset by long-term loans payable to the Group by such companies and for which there were no related guarantees.
Shareholding movements in associates and joint ventures in 2018 were as follows:
| (Thousand €) | % | Balance 31/12/2017 |
Net Income 2018 |
Additions | Disposals | Exchange Differences |
Balance 31/12/2018 |
|---|---|---|---|---|---|---|---|
| Meliá Zaragoza, S.L. | 50.00% | (1,847) | 1,847 | ||||
| Evertmel Group (*) | 49.00% | 25,185 | (944) | (35) | 24,205 | ||
| Altavista Hotelera, S.A. | 48.74% | 27,774 | 2,127 | 465 | 30,365 | ||
| Adprotel Strand S.L | 75.00% | 48,826 | (2,071) | (42,755) | |||
| Grupo Melcom (*) | 50.00% | 736 | 13,653 | 14,390 | |||
| Producciones de Parques Group (*) | 50.00% | 36,396 | 458 | 102 | (4,755) | 32,200 | |
| Fourth Project 2012, S.L. | 50.00% | 6,854 | (4) | (3,686) | 3,164 | ||
| Melia Hotels USA Group (*) | 50.00% | 665 | (243) | 28 | 450 | ||
| Yagoda Inversiones, S.L.U. | 50.00% | 1 | 1 | ||||
| TOTAL JOINT VENTURES | 141,701 | (1,789) | 16,067 | (51,233) | 28 | 104,774 | |
| Homasi, S.A. | 35.00% | 45,516 | 2,572 | 3,436 | 51,524 | ||
| Plaza Puerta del Mar, S.A. | 20.01% | 4,809 | 392 | (283) | 4,918 | ||
| Promedro Group (*) | 20.00% | 5,396 | 783 | (224) | 5,955 | ||
| Turismo de Invierno, S.A. | 21.42% | 4,918 | (1,372) | (3) | 3,544 | ||
| C.P. Meliá Castilla | 31.72% | 4,342 | 2,139 | 18 | (1,495) | 5,004 | |
| C.P.Meliá Costa del Sol | 21.18% | 2,879 | 990 | 22 | (816) | 3,075 | |
| Jamaica DevCo S.L. | 49.00% | 191 | 377 | 568 | |||
| El Recreo Group (*) | 19.94% | 2,853 | (18) | (2,288) | 547 | ||
| Inversiones Guiza, S.A. | 49.85% | (5) | (1) | 1 | -5 | ||
| Banamex S.A. Fideicomiso El Medano | 30.28% | 5,677 | 319 | (241) | 165 | 5,920 | |
| Hellenic Hotel Management | 40.00% | (76) | 50 | -26 | |||
| Mosaico BV | 20.00% | 648 | 648 | ||||
| Detur Panamá, S.A. | 49.93% | (557) | 795 | (238) | |||
| Starmel Group (*) | 20.00% | 1,809 | (201) | (6) | 1,602 | ||
| Renasala Group (*) | 30.00% | 9,634 | 1,667 | 273 | (1,806) | 9,767 | |
| TOTAL ASSOCIATES | 87,943 | 7,109 | 5,242 | (4,891) | (2,362) | 93,041 | |
| TOTAL | 229,644 | 5,320 | 21,309 | (56,125) | (2,333) | 197,817 |
(*) The companies belonging to the same line of business are presented jointly
Evermel Group consists of the companies Evertmel, S.L, Mongamenda S.L. and Kimel S.L. Producciones de Parques Group consists of the companies Producciones de Parques, S.L.,Tertian XXI S.L.U. and Golf Katmandú,S.L.
Melia Hotels USA Group consists of the companies Melia Hotels USA,Llc. and Melia Hotels Florida Llc.
Promedro Group consists of the companies Promedro,S.A.and Nexprom,S.A.
El Recreo consists of the companies El Recreo Plaza C.A. and El Recreo Plaza & Cía. C.A.
Starmel Group consists of the companies Starmel Hoteles JV,S.L, Starmel Hoteles OP 2, S.L.U, Fuerteventura Beach Property S.L.U and Santa Eulalia Beach Property, S.L.U. Renasala Group consists of the companies Renasala,S.L, Starmel Hoteles OP S.L.U, Torremolinos Beach Property,S.L.U, Palmanova Beach Property, S.L.U, Puerto del Carmen Beach Property,S.L.U, San Antonio Beach Property, S.L.U.
Melcom Group consists of the companies Sistemas Ribey Cloud,S.L., Pelícanos Property, S.L.U., Bellver Property, S.L.U. and Melcom Joint Venture. S.L.
Additions of the fiscal year mainly related to the inclusion in the Group of the companies within Melcom Group in the amount of EUR 13.7 million. On the other hand, disposals mainly related to the company Adprotel Strand, S.L., since this company became fully consolidated (see Note 5.1).
Likewise, in the exchange differences heading, disposals were recorded mainly due to the effect of the devaluation of the bolivar soberano over the net assets of the companies within Grupo El Recreo.
In 2018, the Group carried out a new asset valuation (see Note 0) which included assets owned by associates and joint ventures that were accounted for using the equity method. In this case, the value is adjusted according to the ownership percentage that the Group has in each of such companies. The value resulting from the valuation of these assets amounted to EUR 643 million, with a net carrying amount of EUR 316.7 million at the time of valuation.
Details of the balance sheet and profit and loss account of the most significant associates and joint ventures by volume of assets and net income are as follows:
| Evertmel Group | Melcom Group | Altavista | Starmel Group | Renasala Group | ||
|---|---|---|---|---|---|---|
| (Thousand €) | (*) | (*) | Hotelera, S.L. | (*) | (*) | Total |
| EBITDA | 9,715 | 13,205 | 8,597 | 6,110 | 18,056 | 55,682 |
| Depreciation | (5,532) | (4,284) | (3,073) | (3,063) | (5,088) | (21,039) |
| Financial Income | 302 | 1,855 | 4 | 141 | 2,302 | |
| Financial Expenses | (5,353) | (8,958) | (3,556) | (4,378) | (7,258) | (29,503) |
| Other financial profit/loss | (1) | (74) | (2) | (76) | ||
| Net financial profit/loss | (5,052) | (7,103) | (3,556) | (4,449) | (7,118) | (27,277) |
| Profit/loss before tax | (869) | 1,819 | 1,968 | (1,402) | 5,850 | 7,366 |
| Income tax | (394) | (1,843) | (492) | (193) | (1,765) | (4,687) |
| NET INCOME | (1,263) | (25) | 1,476 | (1,595) | 4,085 | 2,679 |
| (Thousand €) | Evertmel Group | Melcom Group | Altavista | Starmel Group | Renasala Group | |
| (*) | (*) | Hotelera, S.L. | (*) | (*) | Total | |
| NON-CURRENT ASSETS | 170,628 | 260,425 | 142,045 | 82,701 | 230,968 | 886,767 |
| Cash and other cash equivalents | 172 | 57 | 16 | 6,258 | 5,017 | 11,520 |
| Other current assets | 28,654 | 9,855 | 6 | 3,916 | 5,073 | 47,503 |
| CURRENT ASSETS | 28,826 | 9,912 | 22 | 10,174 | 10,089 | 59,023 |
| TOTAL GENERAL ASSETS | 199,455 | 270,336 | 142,066 | 92,875 | 241,057 | 945,789 |
| Non-current financial liabilities | 132,134 | 154,836 | 48,017 | 79,193 | 169,482 | 583,662 |
| Other non-current liabilities | 7,048 | 80,449 | 15,805 | 1,009 | 26,677 | 130,988 |
| NON-CURRENT LIABILITIES | 139,182 | 235,285 | 63,822 | 80,202 | 196,159 | 714,650 |
| Current financial liabilities | 9,675 | 4,209 | 5,797 | 2,178 | 7,366 | 29,225 |
| Other current liabilities | 2,698 | 4,418 | 8,454 | 4,901 | 7,242 | 27,713 |
| CURRENT LIABILITIES | 12,373 | 8,627 | 14,251 | 7,079 | 14,608 | 56,938 |
| TOTAL GENERAL LIABILITIES | 151,554 | 243,912 | 78,073 | 87,282 | 210,767 | 771,588 |
(*) The companies belonging to the same line of business are presented jointly
Evermel Group consists of the companies Evertmel, S.L, Mongamenda S.L. and Kimel S.L.
Starmel Group consists of the companies Starmel Hoteles JV,S.L, Starmel Hoteles OP 2, S.L.U, Fuerteventura Beach Property S.L.U and Santa Eulalia Beach Property, S.L.U. Renasala Group consists of the companies Renasala,S.L, Starmel Hoteles OP S.L.U, Torremolinos Beach Property,S.L.U, Palmanova Beach Property, S.L.U, Puerto del Carmen Beach Property,S.L.U, San Antonio Beach Property, S.L.U.
Grupo Melcom compuesto por las sociedades Ribey Cloud, S.L., Pelícanos Property, S.L.U., Bellver Property, S.L.U. y Melcom Joint Venture, S.L.
Evertmel Group, Melcom Group and Altavista Hotelera, S.L., are owners of hotels which are operated by other Group companies through lease agreements.
Starmel Group and Renasala Group are made up of companies which own and operate hotels. In addition, they have contracts entered into with the parent company of the Group through which management fees are invoiced.
In 2018, the company Altavista Hotelera, S.L., capitalised tax losses in the amount of EUR 3.7 million which caused a decrease in its Net Income compared with the previous year.
For comparison purposes, amounts for 2018 are shown below:
| Evertmel Group | Melcom Group Altavista |
Starmel Group | Renasala Group | |||
|---|---|---|---|---|---|---|
| (Thousand €) | (*) | (*) | Hotelera, S.L. | (*) | (*) | Total |
| EBITDA | 9,201 | 7,648 | 7,830 | 6,739 | 19,172 | 50,590 |
| Depreciation | (5,491) | (948) | (3,062) | (2,941) | (5,350) | (17,792) |
| Financial Income | 338 | 1 | 5 | 344 | ||
| Financial Expenses | (5,658) | (3,825) | (3,825) | (4,098) | (7,099) | (24,505) |
| Other financial profit/loss | 4 | (690) | 5 | (682) | ||
| Net financial profit/loss | (5,321) | (3,821) | (3,825) | (4,786) | (7,090) | (24,843) |
| Profit/loss before tax | (1,611) | 2,879 | 942 | (988) | 6,732 | 7,955 |
| Income tax | (316) | (1,406) | 3,508 | (14) | (1,176) | 596 |
| NET INCOME | (1,927) | 1,473 | 4,450 | (1,003) | 5,556 | 8,550 |
| (Thousand €) | Evertmel Group | Melcom Group | Altavista | Starmel Group | Renasala Group | |
| (*) | (*) | Hotelera, S.L. | (*) | (*) | Total | |
| NON-CURRENT ASSETS | 174,893 | 264,708 | 145,290 | 84,843 | 245,562 | 915,297 |
| Cash and other cash equivalents | 208 | 3,433 | 103 | 5,355 | 2,305 | 11,405 |
| Other current assets | 32,432 | 3,046 | 19 | 3,967 | 6,190 | 45,654 |
| CURRENT ASSETS | 32,640 | 6,479 | 122 | 9,322 | 8,495 | 57,059 |
| TOTAL GENERAL ASSETS | 207,533 | 271,187 | 145,412 | 94,166 | 254,057 | 972,356 |
| Non-current financial liabilities | 138,905 | 155,636 | 52,225 | 78,729 | 178,360 | 603,855 |
| Other non-current liabilities | 7,273 | 81,550 | 15,805 | 730 | 26,172 | 131,530 |
| NON-CURRENT LIABILITIES | 146,178 | 237,187 | 68,030 | 79,459 | 204,532 | 735,385 |
| Current financial liabilities | 10,393 | 1,624 | 6,260 | 3,514 | 5,562 | 27,353 |
| Other current liabilities | 1,707 | 3,603 | 9,197 | 3,782 | 7,302 | 25,592 |
| CURRENT LIABILITIES | 12,100 | 5,227 | 15,457 | 7,296 | 12,865 | 52,944 |
| TOTAL GENERAL LIABILITIES | 158,278 | 242,414 | 83,487 | 86,755 | 217,397 | 788,330 |
(*) The companies belonging to the same line of business are presented jointly
Evermel Group consists of the companies Evertmel, S.L, Mongamenda S.L. and Kimel S.L.
Starmel Group consists of the companies Starmel Hoteles JV,S.L, Starmel Hoteles OP 2, S.L.U, Fuerteventura Beach Property S.L.U and Santa Eulalia Beach Property, S.L.U. Renasala Group consists of the companies Renasala,S.L, Starmel Hoteles OP S.L.U, Torremolinos Beach Property,S.L.U, Palmanova Beach Property, S.L.U, Puerto del Carmen Beach Property,S.L.U, San Antonio Beach Property, S.L.U.
Grupo Melcom compuesto por las sociedades Ribey Cloud, S.L., Pelícanos Property, S.L.U., Bellver Property, S.L.U. y Melcom Joint Venture, S.L.
The table below includes the breakdown by categories of financial instruments, recorded in the heading Other financial assets of current and non-current assets of the consolidated balance sheet for years 2019 and 2018:
| 31/12/2019 | 31/12/2018 | ||||||
|---|---|---|---|---|---|---|---|
| (Thousand €) | Long Term | Short Term | Total | Long Term | Short Term | Total | |
| 1. Financial instruments at amortised cost: | |||||||
| Loans to associates | 89,351 | 43,282 | 132,633 | 88,534 | 30,801 | 119,335 | |
| Other loans | 58,302 | 2,657 | 60,959 | 26,174 | 8,778 | 34,952 | |
| Other items | 16,569 | 2,615 | 19,183 | 21,797 | 1,316 | 23,113 | |
| 2. Financial instruments at fair value through other comprehensive income: | |||||||
| Cash flow hedges | 10 | 10 | |||||
| 3. Financial instruments at fair value through profit or loss: | |||||||
| Trading Portfolio | 492 | 492 | 203 | 203 | |||
| Unlisted equity instruments | 4,060 | 4,060 | 4,036 | 4,036 | |||
| TOTAL | 168,281 | 49,046 | 217,327 | 140,551 | 41,097 | 181,649 |
The table does not include the headings Trade and other receivables and Cash and other cash equivalents, which also relate to financial assets, as described in Note 3.5. Additional breakdowns are included in Note 15 to that effect.
The table below shows a breakdown by nature of financial assets included in this item for 2019 and 2018:
| 31/12/2019 | 31/12/2018 | ||||||
|---|---|---|---|---|---|---|---|
| (Thousand €) | Long Term | Short Term | Total | Long Term | Short Term | Total | |
| Loans to associates | 89,351 | 43,282 | 132,633 | 88,534 | 30,801 | 119,335 | |
| Other loans | 14,692 | 2,657 | 17,349 | 26,174 | 8,778 | 34,952 | |
| Deposits | 1,786 | 762 | 2,548 | 1,685 | 595 | 2,280 | |
| Guarantee deposits | 11,246 | 1,797 | 13,043 | 10,962 | 579 | 11,541 | |
| Vacation Club customers | 46,397 | 46,397 | 7,431 | 7,431 | |||
| Financial deposits | 55 | 55 | 143 | 143 | |||
| Other items | 750 | 750 | 1,719 | 1,719 | |||
| TOTAL | 164,221 | 48,554 | 212,775 | 136,506 | 40,895 | 177,401 |
Note 21 Information on related parties includes a breakdown of the balances recorded as loans to associates.
Likewise, the balance of Short-term vacation club customers is broken down in Note 15.2 Trade and other receivables.
Loans granted to several companies with which the Company does business in various operating segments are included under heading Other loans; the most significant amounts are as follows:
Long-term guarantees granted by the Company basically relate to the rent for hotels leased by the Group through accepted promissory notes. Since such guarantees are granted to ensure compliance with an obligation associated with such agreements, they are not recognised at current value but at face value.
The balance of Vacation club customers relates to the amounts financed in the long-term to this segment customers in the sale of timeshare rights. They are recognised at face value due to these financing agreements include a market interest rate.
The Financial deposits item includes long-term amounts in banks and with a maturity over 3 months, therefore, these cannot be considered as other cash equivalents.
Cash flow hedge activities relate to interest rate swaps. Hegde activities are explained in Note 13.3.
Short-term trading portfolio includes equity instruments listed in official markets, the market prices of which are used to determine the fair value of these investments, as well as unlisted equity instruments included under this category, the movement of which is detailed in the table below:
| (Thousand €) | % | Balance 31/12/2018 |
Additions | Balance 31/12/2019 |
|---|---|---|---|---|
| Hotelera Sancti Petri, S.A. | 19.50% | 2,634 | 2,634 | |
| Port Cambrils Inversions, S.A. | 10.00% | 980 | 980 | |
| Inveragua RD, S.A.S | 14.24% | 107 | 24 | 131 |
| Valle Yamury, S.A. | 7.21% | 358 | 358 | |
| Other financial assets | 42 | 42 | ||
| TOTAL INVESTMENT | 4,121 | 24 | 4,145 | |
| IMPAIRMENT LOSSES | (85) | (85) | ||
| NET CARRYING VALUE | 4,036 | 24 | 4,060 |
For comparison purposes, movements for year 2018 were as follows:
| (Thousand €) | % | Balance 31/12/2017 |
Additions | Balance 31/12/2018 |
|---|---|---|---|---|
| Hotelera Sancti Petri, S.A. | 19.50% | 2,634 | 2,634 | |
| Port Cambrils Inversions, S.A. | 10.00% | 980 | 980 | |
| Inveragua RD, S.A.S | 14.24% | 107 | 107 | |
| Valle Yamury, S.A. | 7.21% | 351 | 7 | 358 |
| Other financial assets | 42 | 42 | ||
| TOTAL INVESTMENT | 4,114 | 7 | 4,121 | |
| IMPAIRMENT LOSSES | (85) | (85) | ||
| NET CARRYING VALUE | 4,029 | 7 | 4,036 |
The registered offices, activities and accounting information in thousand euro of the investees in which the Group holds a non-significant shareholding at the 2019 year end are included below:
| (Thousand €) | REGISTERED OFFICE | ACTIVITY | Capital Reserves | Net Income |
% | TBV | NBV | |
|---|---|---|---|---|---|---|---|---|
| Hotelera Sancti Petri, S.A. | Gremio Toneleros, 24 Palma de Mallorca (Spain) |
Owner and operator hotel | 11,900 | (869) | 1,878 | 19.50% | 2,517 | 2,634 |
| Port Cambrils Inversions, S.A. | Rambla Regueral, 11 Tarragona (Spain) |
Owner and operator hotel | 6,000 | 987 | 276 | 10.00% | 726 | 980 |
| Valle Yamury, S.A. (*) | Velázquez, 106 Madrid (Spain) |
Holding and owner | 4,870 | (1,525) | 92 | 7.21% | 248 | 279 |
| Inveragua RD, S.A.S. | Avda. Lope de Vega, 4 Santo Domingo (Dominican Rep.) |
Holding | 810 | (58) | (171) | 14.24% | 83 | 131 |
| Other companies (*) | 36 | |||||||
| 23,580 | (1,407) | 2,075 | 3,574 | 4,060 |
(*) At 31 December 2019 there are no financial statements for theses companies
The table below shows the breakdown by categories of financial instruments, recorded in the headings Bonds and other negotiable securities, Bank borrowings and Other financial liabilities of current and non-current liabilities of the consolidated balance sheet for 2019 and 2018:
| (Thousand €) | 31/12/2019 | 31/12/2018 Short Term Total |
||||||
|---|---|---|---|---|---|---|---|---|
| Long Term | Short Term | Total | Long Term | |||||
| 1. Financial instruments at fair value through other comprehensive income: | ||||||||
| - Cash flow hedges | 1,836 | 1,307 | 3,143 | 1,005 | 958 | 1,963 | ||
| 2. Financial instruments at fair value through profit or loss: | ||||||||
| - Trading portfolio derivatives | 1,337 | 1,098 | 2,435 | 1,842 | 1,671 | 3,514 | ||
| 3. Other financial liabilities at amortised cost: | ||||||||
| - Bonds and other negotiable securities | 33,951 | 172 | 34,123 | 33,835 | 51,526 | 85,361 | ||
| - Bank borrowings | 786,923 | 100,343 | 887,266 | 719,949 | 115,066 | 835,015 | ||
| - Lease liabilities | 1,264,282 | 172,012 | 1,436,295 | 1,126,410 | 151,006 | 1,277,416 | ||
| - Other financial liabilities | 9,039 | 62,896 | 71,935 | 12,113 | 72,917 | 85,029 | ||
| TOTAL | 2,097,368 | 337,829 | 2,435,197 | 1,895,155 | 393,144 | 2,288,299 |
Balances under heading Trade creditors and other payables which are also considered as financial liabilities, are not included, as explained in Note 3.5. Additional breakdowns are included in Note 19 to that effect.
The following table shows the reconciliation of changes in assets and liabilities from financing activities. Debt issues and redemptions (Bonds and other negotiable securities and Bank borrowings), as well as Derivative financial instruments (hedges and trading portfolio) have been considered:
| Bonds and Bank | Financial instruments at fair value | |||||
|---|---|---|---|---|---|---|
| (Thousand €) | borrowings | Assets | Liabilities | |||
| BALANCE AT 31/12/2017 | 925,606 | 247 | 6,967 | |||
| Financing cash flow | (82,487) | |||||
| Exchange differences | 8,638 | |||||
| Changes in fair value | (237) | (1,490) | ||||
| Scope Variations | 68,619 | |||||
| BALANCE AT 31/12/2018 | 920,376 | 10 | 5,477 | |||
| Financing cash flow | (18,641) | |||||
| Exchange differences | 11,169 | |||||
| Changes in fair value | (10) | 101 | ||||
| Scope Variations | 8,485 | |||||
| BALANCE AT 31/12/2019 | 921,389 | 0 | 5,578 |
In section Scope Variations the increase of Bank borrowings is included, as a result of the business combination of the purchase of Me Cabo hotel, as described in Note 5.1.
Lease payments are broken down in Note 18.
Cash flow hedge activities relate to interest rate swaps. Hegde activities are explained in Note 13.3.
Trading portfolio derivatives relate to interest rate swaps. Derivative activities are explained in Note 13.3.
The table below shows the debt issues recorded under this heading and their balances at the end of 2019 and 2018:
| (Thousand €) | 31/12/2019 | 31/12/2018 | ||||
|---|---|---|---|---|---|---|
| Long Term | Short Term | Total | Long Term | Short Term | Total | |
| Bonds and debentures | 29,665 | 117 | 29,782 | 29,750 | 114 | 29,864 |
| European Commercial Papers (ECP) | 51,357 | 51,357 | ||||
| Other negotiable securities | 4,286 | 56 | 4,341 | 4,085 | 56 | 4,140 |
| TOTAL | 33,951 | 172 | 34,123 | 33,835 | 51,526 | 85,361 |
In May 2019 the commercial paper programme ("Euro-Commercial Paper Programme" or ECP) was renewed, with maturity date on 5 May 2020, subject to English law, in the maximum amount of EUR 300 million, whereby debt instrument issues can be made in Europe with a maturity of less than 364 days, up to the said amount.
In 2019, a total of EUR 239.4 million of issues was made, and there were no outstanding issues at year end.
In 2018, the subsidiary Sol Meliá Europe, B.V. carried out a debt issue in the amount of EUR 5 million, maturing on 18 November 2022, within a facility with the following characteristics:
| Issuer | Sol Meliá Europe, B.V. |
|---|---|
| Guarantor | Meliá Hotels International S.A. |
| Calculation Agent | UBS AG, London Branch |
| Fiscal Agent and paying agent | The Bank of New York Mellon |
| Maximum face amount | EUR 150,000,000 |
| Currency | EUR / USD |
| Maturity date (facility) | 04/08/2023 |
On 19 November 2018 the parent company issued simple bonds in the total amount of EUR 30 million with the following characteristics:
| Issue price | EUR 30,000,000 |
|---|---|
| Face amount | EUR 100,000 |
| Maturity | 12 years |
| Debt rank | Senior unsecured |
| Issue price | 100% |
| Issue date | 19/11/2018 |
| Maturity date | 19/11/2030 |
| Coupon | Fixed 3.30% |
| Redemption price | 100% |
The breakdown by nature and by maturity of the Group's bank borrowings at the end of 2019 and 2018 is as follows:
| (Thousand €) | 31/12/2019 | 31/12/2018 | ||||
|---|---|---|---|---|---|---|
| Long Term | Short Term | Total | Long Term | Short Term | Total | |
| Bank loans | 540,574 | 75,468 | 616,042 | 404,533 | 71,072 | 475,605 |
| Mortgage loans | 245,288 | 20,956 | 266,244 | 313,440 | 39,434 | 352,875 |
| Credit policies | 1 | 1 | 125 | 125 | ||
| Bank lease liabilities | 1,061 | 915 | 1,976 | 1,976 | 1,260 | 3,236 |
| Interest | 3,003 | 3,003 | 3,175 | 3,175 | ||
| TOTAL | 786,923 | 100,343 | 887,266 | 719,949 | 115,066 | 835,015 |
The total amount drawn down against credit facilities was EUR 1.3 thousand euros, and at the 2019 year end an additional balance of EUR 234 million was available.
Bank debt increases for new bank financing in 2019 amounted to EUR 235.2 million, as reflected in the Cash flow statement. In 2018, the amount was EUR 204.8 million.
The Group's mortgage loans are secured by 10 hotels with a total net carrying amount of EUR 572.10 million, as stated in Note 10.
Maturity of bank borrowings is as follows:
| (Thousand €) | 2020 | 2021 | 2022 | 2023 | 2024 | > 5 years | Total |
|---|---|---|---|---|---|---|---|
| Bank loans | 75,468 | 111,419 | 69,005 | 57,525 | 112,444 | 190,182 | 616,042 |
| Mortgage loans | 20,956 | 26,089 | 24,014 | 25,872 | 23,173 | 146,141 | 266,244 |
| Credit policies | 1 | 1 | |||||
| Bank lease liabilities | 915 | 726 | 328 | 7 | 1,976 | ||
| Interest | 3,003 | 3,003 | |||||
| TOTAL | 100,343 | 138,233 | 93,347 | 83,403 | 135,617 | 336,323 | 887,266 |
Note 18 Leases includes a breakdown of Lease liabilities.
The table below shows the breakdown of the items under this heading at the end of fiscal years 2019 and 2018:
| (Thousand €) | 31/12/2019 | 31/12/2018 | ||||
|---|---|---|---|---|---|---|
| Long Term | Short Term | Total | Long Term | Short Term | Total | |
| Trade bills payable | 32 | 32 | 53 | 53 | ||
| Fixed asset suppliers | 5 | 8,822 | 8,827 | 5 | 18,441 | 18,447 |
| Guarantees received | 986 | 2,654 | 3,640 | 1,476 | 2,542 | 4,017 |
| Other payables | 1,021 | 19,898 | 20,919 | 4,229 | 33,549 | 37,778 |
| Debt to associates | 6,995 | 25,891 | 32,887 | 6,350 | 16,144 | 22,494 |
| Dividends payable | 587 | 587 | 2,017 | 2,017 | ||
| Other financial liabilities | 5,043 | 5,043 | 224 | 224 | ||
| TOTAL | 9,039 | 62,896 | 71,935 | 12,113 | 72,917 | 85,029 |
The decrease in Other payables in the short term mainly relates to the cancellation of the purchase option of 49% of Sierra Parima which the Group held prior to the sale of shares in the current year in the amount of EUR 9.9 million.
On the other hand, the increase in the amount of EUR 4.8 million under heading Other financial liabilities mainly relates to deposits received in the short term.
The amount of Debt to associates is broken down in Note 21.
The breakdown by maturity of the fair values of the Group's derivative financial instruments at the end of 2019 and 2018 is as follows:
| (Thousand €) | 31/12/2019 | 31/12/2018 | ||||
|---|---|---|---|---|---|---|
| Long Term | Short Term | Total | Long Term | Short Term | Total | |
| Hedging derivative assets | 10 | 10 | ||||
| TOTAL | 10 | 10 | ||||
| Hedging derivative liabilities | 1,836 | 1,307 | 3,143 | 1,005 | 958 | 1,963 |
| Trading portfolio derivatives | 1,337 | 1,098 | 2,435 | 1,842 | 1,671 | 3,514 |
| TOTAL | 3,172 | 2,405 | 5,578 | 2,848 | 2,629 | 5,477 |
Within the framework of the Group's interest rate risk management policies (see Note 4.1), the Company, at the end of the fiscal year, has several interest rate swaps, which, based on the contractual terms, qualify as cash flow hedging instruments; therefore, changes in their fair value are taken directly to the Group's equity.
The items hedged by these operations are recorded under heading Bank borrowings. These financial instruments are used to exchange interest rates, so that the Company receives variable interest from the bank in exchange for a fixed interest payment on the same face amount. The variable interest received from the derivative offsets interest payments on the financing hedged. The final result is a fixed interest payment on the financing hedged.
In 2019, the negative impact on net equity of these derivative financial instruments, after taking the portion pertaining to the hedged item to the income statement and without considering the tax impact, amounted to EUR 1.03 million. In 2018, the positive impact amounted to EUR 0.08 million.
Likewise, as at 31 December 2019, the notional value of the interest rate swaps that qualify as hedges amounted to EUR 150.8 million, and in 2018 such value amounted to EUR 129 million.
The liabilities relating to derivatives held for trading at the end of 2019 related to interest rate swaps contracted in the framework of the interest rate risk management performed by the Company (see Note 4.1). These interest rate swaps are not considered as accounting hedges because they do not meet the requirements for their application according to IFRS 9.
As at 31 December 2019, the notional value of these financial instruments amounted to EUR 50.1 million, and in 2018 such value amounted to EUR 29 million.
Maturity by year is as follows:
| (Thousand €) | 2020 | 2021 | 2022 | 2023 | >4 years | Total |
|---|---|---|---|---|---|---|
| Hedging derivative liabilities | 1,307 | 761 | 588 | 300 | 188 | 3,144 |
| Trading portfolio derivatives | 1,098 | 637 | 436 | 208 | 55 | 2,434 |
| TOTAL | 2,405 | 1,398 | 1,024 | 508 | 243 | 5,578 |
For comparison purposes, the maturities at the end of 2018 were as follows:
| (Thousand €) | 2019 | 2020 | 2021 | 2022 | >4 years | Total |
|---|---|---|---|---|---|---|
| Hedging derivative assets | (186) | (98) | (21) | 315 | 10 | |
| TOTAL | (186) | (98) | (21) | 315 | 10 | |
| Hedging derivative liabilities | 958 | 644 | 359 | 62 | (60) | 1,963 |
| Trading portfolio derivatives | 1,671 | 1,044 | 597 | 345 | (143) | 3,514 |
| TOTAL | 2,629 | 1,688 | 956 | 407 | (203) | 5,477 |
To determine these fair values, discounted cash flow techniques have been used based on the embedded amounts determined by the interest rate curve in accordance with the market conditions at the measurement date. These measurements have been carried out by the financial institutions from which these products are obtained.
The measurements of these swaps have also been carried out by the financial institutions from which these products are obtained, as independent experts in the measurement of financial instruments.
At the end of 2018, the Company conducted open negotiations for the sale of its assets located in Puerto Rico, which included the execution of a pre-contract for the sale of its assets (including customer portfolio), therefore, it recognised the disposal group of assets under Non-current assets held for sale heading in the amount of EUR 56.1 million, according to the table below:
| (Thousand €) | 31/12/2018 |
|---|---|
| Property, Plant and Equipment | 92,244 |
| Inventories | 263 |
| Trade and other receivables | 2,469 |
| Total ASSETS | 94,976 |
| Other non-current financial liabilities | 32,263 |
| Provisions | 6,632 |
| Total LIABILITIES | 38,895 |
| NON-CURRENT ASSETS HELD FOR SALE | 56,081 |
The sale process has been concluded in March this year, therefore, in the consolidated Balance Sheet at the end of 2019 no balance appears under this heading.
At the end of 2018, the Group already recognised its assets and liabilities included in the disposal group, adjusted to the price that was agreed in the transaction (including USD 72 million referenced to the hotel asset), so no additional impacts have been recorded in the consolidated income statement.
The sale price amounted to USD 66.2 million (EUR 58.9 million on the closing date of the transaction), of which USD 14 million was collected in advance (EUR 12.2 million on the date of collection) before the end of 2018. The remaining amount has been collected in 2019, as reflected in the Consolidated Cash Flow Statement.
| (Thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Goods | 2,909 | 2,134 |
| Food and Beverages | 8,189 | 8,282 |
| Fuel | 488 | 508 |
| Spare parts and maintenance | 2,605 | 2,367 |
| Anciliary materials | 5,898 | 5,469 |
| Office materials | 1,207 | 1,344 |
| Hotel Business | 21,295 | 20,104 |
| Vacation Club Business | 793 | 713 |
| Real Estate Business | 5,305 | 3,962 |
| Advances to suppliers | 1,867 | 1,712 |
| TOTAL | 29,260 | 26,492 |
The Group does not have firm purchase or sale commitments and there are no limitations on availability of inventories.
The breakdown of this heading at the end of 2019 and 2018 is as follows:
| (Thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Trade receivables | 133,551 | 183,482 |
| Other receivables | 60,526 | 65,595 |
| TOTAL | 194,077 | 249,076 |
Trade receivables by business line at year end are as follows:
| (Thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Hotel | 66,547 | 71,626 |
| Real Estate | 367 | 1,197 |
| Club Melia | 31,215 | 78,340 |
| Other operating activities | 35,422 | 32,319 |
| TOTAL | 133,551 | 183,482 |
The Group has signed a non-recourse factoring agreement with a financial institution under which it periodically assigns the accounts receivable relating to certain customers of the hotel business, and collects the amounts concerned in advance. As at 31 December 2019, the total portfolio assigned in this respect was EUR 23.1 million, EUR 25.2 million as at 31 December 2018.
As a result of the "non-recourse" consideration of the assignment of receivables operation abovementioned, trade receivables are derecognised once assigned, therefore, they are not included in the table above.
As at 31 December 2019, the total impairment of trade receivables amounted to EUR 36.9 million, EUR 41.1 million at the 2018 year end.
The aging of trade receivables at year end from the maturity date was as follows:
| (Thousand €) | 2019 | % | 2018 | % |
|---|---|---|---|---|
| Less than 90 days | 94,170 | 71% | 126,961 | 69% |
| More than 90 and less than 180 | 18,201 | 14% | 8,881 | 5% |
| More than 180 | 21,180 | 16% | 47,640 | 26% |
| TOTAL | 133,551 | 100% | 183,482 | 100% |
The breakdown by nature of the balances included in this item for 2019 and 2018 is as follows:
| (Thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Prepayments and accrued income | 13,688 | 12,119 |
| Loans to employees | 304 | 339 |
| Taxes refundable | 17,685 | 15,983 |
| Receivables from associates | 11,912 | 14,015 |
| Receivables | 16,809 | 22,643 |
| Current accounts | 128 | 496 |
| TOTAL | 60,526 | 65,595 |
These balances relate to commercial transactions carried out by the Group. Receivables from associates are broken down in Note 21.
Cash and other cash equivalents are broken down by geographic areas as follows:
| (Thousand €) | SPAIN | EMEA (*) | AMERICA | ASIA | 31/12/2019 |
|---|---|---|---|---|---|
| Cash | 182,972 | 34,277 | 105,432 | 2,386 | 325,067 |
| Other cash equivalents | 416 | 3,461 | 3,877 | ||
| TOTAL | 183,388 | 34,277 | 108,893 | 2,386 | 328,944 |
(*) EMEA (Europe, Middle East, Africa) :
Includes regions of Africa, Middle East and rest of Europe, excluding Spain
Cash equivalents relate to short-term deposits, the maturities of which may range from one day to three months depending on the Group's cash needs.
The main balances comprising the Group's cash, based on the currency in which they are denominated, are in US dollars and Euro.
Balances under this heading for 2018 were as follows:
| (Thousand €) | SPAIN | EMEA (*) | AMERICA | ASIA | 31/12/2018 |
|---|---|---|---|---|---|
| Cash | 136,221 | 30,399 | 139,365 | 883 | 306,869 |
| Other cash equivalents | 4,331 | 1,703 | 6,033 | ||
| TOTAL | 140,552 | 30,399 | 141,068 | 883 | 312,902 |
(*) EMEA (Europe, Middle East, Africa) :
Includes regions of Africa, Middle East and rest of Europe, excluding Spain
The share capital is set at EUR 45,940,000 represented by 229,700,000 shares with a par value of Euro 0.2 each. The shares are fully subscribed and paid-up, and constitute a single class and series.
At the Ordinary and Extraordinary General Shareholders' Meeting held on 4 June 2015, the Board of Directors of the parent company was authorised to agree the parent company's share capital increase, without having to consult the General Shareholders' Meeting beforehand, up to a maximum amount of nineteen million, nine hundred and five thousand, three hundred and four Euros, eighty cents (EUR 19,905,304.80). Consequently, the Board of Directors can exercise this right, in one or more times, for the specified amount or less, deciding in each case, not only the timing or appropriateness, but also the amount and conditions which they consider should apply within a maximum period of five years, starting from the date of said Meeting.
All shares carry the same rights and are listed on the stock exchange (Continuous Market - Spain), except for treasury shares.
Main shareholders with direct and indirect stake in Meliá Hotels International, S.A. as at 31 December 2019 and 2018, are as follows:
| Shareholder | 31/12/2019 % Shareholding |
31/12/2018 % Shareholding |
|---|---|---|
| Hoteles Mallorquines Consolidados, S.A. | 23.38 | 23.38 |
| Hoteles Mallorquines Asociados, S.L. | 13.21 | 13.21 |
| Hoteles Mallorquines Agrupados, S.L. | 10.39 | 10.39 |
| Tulipa Inversiones 2018, S.A. | 5.03 | 5.03 |
| Global Alpha Capital Management Ltd. | 3.02 | |
| Rest of shareholders (less than 3% individual) | 44.98 | 48.00 |
| TOTAL | 100.00 | 100.00 |
In 2018, Global Alpha Cap Manag was included in item Rest of shareholders since it held less than 3% individually.
In October 2018, Mr. Gabriel Escarrer Juliá ceased to exercise control over the Group, although from that date he still owns 5.025% of the shares in Meliá Hotels International, S.A., indirectly, through Tulipa Inversiones 2018, S.A., company that absorbed Majorcan Hotels Exlux, S.L.U., with effect from December 2018.
Notwithstanding the foregoing, the Escarrer family (namely, Mr. Escarrer Juliá, his spouse and their 6 children) hold 100% of the shares in the companies Hoteles Mallorquines Consolidados, S.L., Hoteles Mallorquines Agrupados, S.L. and Hoteles Mallorquines Asociados, S.L., although no controlling shareholder exists in any of them.
The table below shows the breakdown of heading Other Reserves of the consolidated Statement of changes in equity at the end of 2019 and 2018:
| (Thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Legal reserve | 9,188 | 9,188 |
| Revaluation reserves Royal Decree-Law 7/1996, of 7th June | 16,076 | 16,076 |
| Reserves for shares of the controlling company | 28,191 | 16,025 |
| Reserves for actuarial gains and losses | (4,618) | (3,616) |
| Voluntary reserves | 277,442 | 277,442 |
| Consolidated reserves attributed to the controlling company | 116,758 | 116,758 |
| TOTAL | 443,037 | 431,873 |
The consolidated reserves attributed to the controlling company include the necessary homogenisation adjustments to present the consolidated equity in accordance with the International Financial Reporting Standards (IFRSs) and the International Financial Reporting Committee Interpretations (IFRICs), as described in Note 2.
Regarding the restricted reserves, Meliá Hotels International, S.A. and its subsidiaries incorporated under the Spanish law are obliged to transfer 10% of the profits of each year to a reserve fund until this fund reaches at least 20% of the share capital. This reserve, provided that other reserves are not available, may only be used to offset losses.
On 17 October 2019, the parent company's Board of Directors agreed to implement a treasury share buy-back programme. Such Programme, which is implemented under the provisions of Regulation (EU) No 596/2014 of the European Parliament and of the Council, of 16 April 2014, is carried out in order to reduce the parent company's share capital through the redemption of the treasury shares acquired under the Programme, subject to the resolution on capital reduction to be approved by the General Shareholders' Meeting that will be held in the first half of year 2020.
The Programme shall be carried out under the following terms:
Maximum monetary amount allocated to the Programme: EUR 60,000,000.
Maximum number of shares to be acquired: 8,500,000 shares.
Maximum share price: the price must lie within a range of 90% to 110% with respect to the closing price of the trading session, and under no circumstances the limits provided for in Article 3.2 of the Delegated Regulation may be exceeded.
Breakdown and movements of the above-mentioned treasury shares, as well as of those under liquidity contract are as follows:
| (Thousand €) | Shares | Average Price € | Balance | |
|---|---|---|---|---|
| BALANCE AT 31/12/2018 | 1,822,968 | 8.79 | 16,025 | |
| Additions | 7,437,418 | 8.15 | 60,645 | |
| Disposals | (7,440,618) | 8.15 | (60,632) | |
| Additions by repurchase program | 1,621,057 | 7.50 | 12,153 | |
| BALANCE AT 31/12/2019 | 3,440,825 | 8.19 | 28,191 |
There are no securities loaned to banks as at 31 December 2019.
As at 31 December 2019, the total of treasury shares held by the Company was 3,440,825, which represent 1.5% of the share capital. Treasury shares do not exceed the 10% limit established by the Spanish Law on Corporations.
The price of Meliá Hotels International, S.A.'s shares at year end was EUR 7.86. At the 2018 year end the share price amounted to EUR 8.21.
For comparison purposes, movements for year 2018 were as follows:
| (Thousand €) | Shares | Average Price € | Balance | |
|---|---|---|---|---|
| BALANCE AT 31/12/2017 | 1,722,464 | 8.72 | 15,023 | |
| Additions | 10,319,703 | 10.71 | 110,531 | |
| Disposals | (10,219,199) | 10.72 | (109,529) | |
| BALANCE AT 31/12/2018 | 1,822,968 | 8.79 | 16,025 |
There were no securities loaned to banks as at 31 December 2018. As at 31 December 2018, the total number of shares held by the Company was 1,822,968, which represented 0.79% of the share capital.
This heading includes the profit/(loss) for previous years of the parent company, as well as the retained earnings of the other companies included in the scope of consolidation as from the date they were included therein.
Movements during 2019 included under this heading mainly related to the distribution of profit for previous years, in the amount of EUR 141.8 million from fully consolidated companies, and in the amount of EUR 5.3 million of profits from associates. Likewise, the disposal for the distribution of dividends is included in the amount of EUR 41.7 million.
Movements during 2018 included under this heading mainly related to the distribution of profit for previous years, in the amount of EUR 23.6 million from fully consolidated companies (profits from the parent company were not included), and in the amount of EUR 23.2 million of profits from associates.
The Valuation adjustments heading in the consolidated Statement of changes in equity, includes a breakdown of exchange differences and Other measurement adjustments recognised in liabilities in the consolidated balance sheet.
The translation differences classified by currency reflected in the Consolidated Balance Sheet deriving from the companies included in the Group's scope of consolidation are as follows:
| (Thousand €) | 31/12/2019 | 31/12/2018 | |
|---|---|---|---|
| Tunisian Dinar | TND | 5,333 | 5,495 |
| United States Dollar | USD | 72,378 | 73,397 |
| Swiss Franc | CHF | 2,689 | 2,598 |
| British Pound | GBP | (5,676) | (18,413) |
| Dominican Peso | DOP | (38,320) | (36,761) |
| Mexican Peso | MXN | (119,229) | (132,833) |
| Brazilian Real | BRL | (28,341) | (26,312) |
| Others | 651 | (273) | |
| TOTAL | (110,515) | (133,101) |
The effect of exchange rate changes is presented in the amount attributed to the controlling company, net of the effect attributed to non-controlling interests. The total effect is presented in the Translation differences item in the Statement of Comprehensive Income.
Among the total exchange differences, the amount of EUR 56.5 million negative relates to fully consolidated companies and EUR 54 million negative to companies accounted for using the equity method. In 2018, the amounts were EUR 80.5 million negative and EUR 52.6 million negative, respectively.
The main changes in relation to the previous year affected the Mexican peso and the British pound against the Euro.
According to IAS 21.15, certain financing transactions relating to subsidiaries abroad have been considered as an increase in the value of the investment. During the year, EUR 5.1 million in negative translation differences have been recognised under this heading, while in 2018, EUR 16.8 million in negative translation differences were also recognised.
Movements during the year mainly related to income and expenses attributed to equity, as well as to transfers to the consolidated income statement of derivative financial instruments classified as hedges, net of their tax effect, in the amount of EUR 0.4 million positive; the same amount in 2018.
The equity interest relating to rights held by third meparties outside the Group is included under this heading, including the relevant proportional stake in the result (profit/(loss)).
The consolidated amounts, before carrying out intra-group eliminations, of assets and liabilities of subsidiary companies and their investees with non-controlling interests, as well as their relevant stake in the result (profit/(loss)) for the fiscal year, are included below:
| (Thousand €) | Minority percentage |
Total Assets | Total Liabilities |
Total Net Assets |
Non controlling interests |
Non-controlling interests profit/(loss) |
|---|---|---|---|---|---|---|
| Invers. Explot. Turísticas, S.A. | 45.07% | 159,890 | 121,754 | 38,136 | 10,453 | 6,996 |
| Realizaciones Turísticas, S.A. | 3.73% | 223,062 | 31,543 | 191,518 | 5,389 | 49 |
| Adprotel Strand, S.L.U. | 25.00% | 248,775 | 176,996 | 71,779 | 26,488 | 254 |
| MIA Exhold, S.A. | 0.31% | 533,952 | 183,190 | 350,762 | 1,410 | 63 |
| Other companies | 293,000 | 236,259 | 56,741 | (101) | 1,418 | |
| TOTAL | 1,458,679 | 749,742 | 708,937 | 43,638 | 8,781 |
On the other hand, during the year the amount of Non-controlling interests has been transferred to Consolidated reserves of the company Aparthotel Bosque, S.A. for the acquisition of additional shares by the Group (see Note 5.2).
Other movements in the year mainly relate to the profit/(loss) and the translation differences recognised in these companies and their subsidiaries in the amount of EUR 4.3 million.
During the year, no movements of dividends have occurred. In 2018, the movements of dividends amounted to EUR 1.4 million.
For comparison purposes, amounts for 2018 are shown below:
| (Thousand €) | Minority percentage |
Total Assets | Total Liabilities |
Total Net Assets |
Non controlling interests |
Non-controlling interests profit/(loss) |
|---|---|---|---|---|---|---|
| Invers. Explot. Turísticas, S.A. | 45.07% | 128,602 | 108,613 | 19,989 | 3,669 | 3,637 |
| Realizaciones Turísticas, S.A. | 3.73% | 358,198 | 210,541 | 147,657 | 5,345 | 223 |
| Adprotel Strand, S.L.U. | 25.00% | 242,357 | 180,885 | 61,472 | 24,596 | (339) |
| Meliá Inversiones Americanas, N.V. | 0.31% | 841,521 | 499,915 | 341,606 | 1,368 | 178 |
| Otros | 267,542 | 184,342 | 83,200 | 6,956 | 870 | |
| TOTAL | 1,838,220 | 1,184,296 | 653,924 | 41,934 | 4,570 |
The breakdown of this heading in the consolidated balance sheet is as follows:
| (Thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Capital grants | 4,235 | 4,456 |
| Deferred income from customer loyalty programmes | 22,018 | 20,849 |
| Vacation Club deferred income | 323,695 | 339,328 |
| Other deferred income | 645 | 3,902 |
| TOTAL | 350,593 | 368,535 |
Capital grants mainly relate to grants to finance property, plant and equipment purchases. During the fiscal year, the total amount recorded under this item in the consolidated income statement was EUR 441 thousand. In 2018, income from grants amounted to EUR 219 thousand.
Deferred income relates to outstanding obligations undertaken with customers pursuant to the entry into force of IFRS 15. Regarding loyalty programmes, a portion of the selling price of hotel rooms is assigned as fair value of the points which will be recognised as income in the consolidated income statement at the time they are redeemed by the customers.
Deferred income from vacation club reflects the amount allocated to the weeks not yet enjoyed by the customers, net of the costs directly attributable to the execution of these contracts. This deferred income is recognised as income in the consolidated income statement at the time the customers exercise the rights acquired under their vacation club membership agreement.
The Group maintains in non-current liabilities a balance in the amount of EUR 29.81 million in respect of provisions for contingencies and expenses. As stated in Note 3.10, this heading includes the Group's post-employment benefit obligations with staff, provisions for taxes from previous years which are at appeal or resolution stage and for urbanplanning related legal disputes with public bodies, as well as the provisions recorded to cover the various liabilities and contingencies arising from operations, commitments acquired and guarantees given in favour of third parties, risks deriving from legal claims and lawsuits and potential liabilities deriving from the different interpretations to which the applicable legislation is open.
The breakdown by type of obligations is as follows:
| (Thousand €) | 31/12/2018 | Additions | Disposals | 31/12/2019 |
|---|---|---|---|---|
| Provision for retirement, seniority bonus and personnel obligations | 10,719 | 1,044 | (372) | 11,391 |
| Provision for taxes and Public Bodies | 329 | 10 | (50) | 288 |
| Provision for liabilities | 29,151 | 1,809 | (12,834) | 18,126 |
| TOTAL | 40,199 | 2,863 | (13,257) | 29,805 |
At the end of each fiscal year, actuarial studies are carried out to assess the past services corresponding to commitments established in supra-enterprise collective agreements. In 2019, the estimated accrued amount was EUR 13.9 million, with an impact of EUR 1.4 million on the income statement for 2019. In 2018, the total amount accrued was EUR 12.9 million, with an impact of EUR 1.6 million on the income statement.
The assessment of these commitments undertaken by the Company has been conducted in accordance with the actuarial assumptions of the model which pertains to the Group, using the calculation method known as the Projected Unit Credit and the demographic assumptions established by the PER2000P tables, using a capitalisation rate of 0.48%, and a salary increase assumption of 2.17%. In addition, the probability of tenure of employees until retirement has also been applied, based on the Group's experience in respect of employees leaving the Company, giving rise to the following rotation ratios according to the employee's current age:
| Ages Range | % Rotation |
|---|---|
| < 45 | 7.22% |
| 45 - 55 | 3.82% |
| > 55 | 3.01% |
Likewise, a significant part of these commitments has been outsourced in compliance with the legislation in force. At the 2019 year end, the balance of assets linked to the post-employment benefit plans amounted to EUR 2.5 million, liabilities being presented in their net amount. At the 2018 year end the balance for this item was EUR 2.2 million.
On the other hand, the negative amount recognised in the consolidated Statement of comprehensive income of EUR 1.2 million relates to changes in the percentages and actuarial assumptions for the calculation of the remunerations and retirement bonuses in respect of the Group's post-employment benefits commitments to its employees. In 2018, the amount, also negative, recognised in the consolidated Statement of comprehensive income was EUR 1.9 million.
The decrease recorded in this heading includes EUR 4.3 million as a result of the reversal of the provision made in 2018 for obligations incurred by the Group in relation to those companies accounted for using the equity method and whose interest was adjusted to zero. In 2019, the group recorded new long-term loans in relation to these companies, therefore, these amounts have been classified as impairment of such loans.
In March 2017 the European Commission initiated an investigation on the compliance with the antitrust rules in the hotel distribution sector. One of the companies subject of the investigation was Meliá Hotels International. Within the framework of the investigation, the European Commission analysed several agreements entered into between Meliá Hotels International and various tour operators in 2014 and 2015, which contained commercial terms and conditions that could give rise to misinterpretation depending on the nationality and/or country of residence of the customers.
In 2019, the Company has actively and constructively continued to participate in the investigation, by providing as many explanations as necessary with respect to the issue raised. Thus, after the reception, review and agreement as regards the contents of the case overview issued by the Commission in August 2019 during the course of the cooperation process, in November 2019, the Company received the statement of objections, which fully confirmed the report of events according to the exchanges of information carried out with the Commission and where an upper limit of penalty was established.
On 21 February 2020 (see Note 24), the European Commission announced the decision ending such investigation, imposing a fine to the Company in the amount of EUR 6.7 million, amount for which full provision has been made as at 31 December 2019.
For comparison purposes, information for 2018 is shown below:
| (Thousand €) | 31/12/2017 | Additions | Disposals | 31/12/2018 |
|---|---|---|---|---|
| Provision for retirement, seniority bonus and personnel obligations | 9,776 | 1,021 | (78) | 10,719 |
| Provision for taxes and Public Bodies | 472 | 2,236 | (2,380) | 329 |
| Provision for liabilities | 23,207 | 7,810 | (1,865) | 29,151 |
| TOTAL | 33,456 | 11,067 | (4,323) | 40,199 |
The opening and final balance of Right-of-use assets, as well as movements during the year and the depreciation amounts for each type of underlying asset for 2019 and 2018 are detailed below:
| (Thousand €) | Balance 31/12/18 Depreciation 2019 | Variations | Exchange Differences |
Balance 31/12/19 | |
|---|---|---|---|---|---|
| GROSS VALUE | |||||
| Buildings | 2,051,045 | 0 | 319,601 | 7,649 | 2,378,295 |
| Plant and Machinery | 556 | 0 | 82 | 639 | |
| Other fixed assets | 16,102 | 67 | 16,169 | ||
| Total Gross Value | 2,067,703 | 0 | 319,750 | 7,649 | 2,395,102 |
| ACCUMULATED DEPRECIATION | |||||
| Buildings | (993,368) | (133,280) | (2,560) | (1,129,209) | |
| Plant and Machinery | (382) | (82) | (464) | ||
| Other fixed assets | (6,654) | (3,226) | (9,881) | ||
| Total Accumulated Depreciation | (1,000,405) | (136,588) | 0 | (2,560) | (1,139,553) |
| Impairment | (3,168) | (1,126) | (4,294) | ||
| NET CARRYING VALUE | 1,064,130 | (137,713) | 319,750 | 5,089 | 1,251,255 |
The Cost increase mainly relates to the renewal of the lease agreement of Meliá White House hotel located in London (the United Kingdom) in the amount of EUR 215.4 million, due to the extension of the lease term to 125 years, as well as the increase in future lease payments.
In addition, it is highlighted the incorporation of the hotel Innside París Charles de Gaulle located in Paris (France) in the amount of EUR 42.1 million.
The other changes relate to the update of the lease payments of the agreements according to CPI and renegotiations of the agreements that modify the term and/or future lease payments.
For comparison purposes, the movements in 2018 were as follows:
| (Thousand €) | Balance 31/12/17 Depreciation 2018 | Variations | Exchange Differences |
Balance 31/12/18 | |
|---|---|---|---|---|---|
| GROSS VALUE | |||||
| Buildings | 2,036,105 | 0 | 13,404 | 1,537 | 2,051,045 |
| Plant and Machinery | 412 | 0 | 144 | 556 | |
| Other fixed assets | 15,360 | 741 | 16,102 | ||
| Total Gross Value | 2,051,877 | 14,290 | 1,537 | 2,067,703 | |
| ACCUMULATED DEPRECIATION | |||||
| Buildings | (871,783) | (121,289) | (296) | (993,368) | |
| Plant and Machinery | (287) | (95) | (382) | ||
| Other fixed assets | (3,769) | (2,886) | (6,655) | ||
| Total Accumulated Depreciation | (875,839) | (124,270) | 0 | (296) | (1,000,405) |
| Impairment | (3,694) | 526 | (3,168) | ||
| NET CARRYING VALUE | 1,172,344 | (123,744) | 14,290 | 1,240 | 1,064,130 |
Additions during the year included the incorporation of a new agreement relating to the hotel Innside Calviá Beach (Spain), in the amount of EUR 10.2 million, as well as new renegotiations of agreements and review of lease payments according to CPI.
There follows a breakdown of fixed lease payments (not discounted) expected to be made by the Company in the coming years:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| Less than 1 year | 304,931 | 189,649 |
| Between 1 and 5 years | 600,073 | 604,801 |
| More than 5 years | 1,447,717 | 698,561 |
| TOTAL | 2,352,721 | 1,493,012 |
Most of the increase in comparison with the previous year is due to the 125-year renewal of the lease agreement of Meliá White House hotel, which involves future payments in the amount of EUR 963.8 million.
The average term of the lease agreements is 6.70 years, in the case of hotels 7.96 years and 3.56 years for other lease agreements.
In 2018, the average term was 5.9 years, in the case of hotels was 6.97 years and 3.5 years for other lease agreements.
The amount reflected in 2018 includes EUR 42 million of payments relating to lease agreements other than hotel lease. Note 21.1 of the consolidated annual accounts for 2018 included an amount of payments relating to hotels of EUR 1,451 million. Both payments have been considered in calculating the lease liabilities using the rates mentioned in Note 2.1.
The performance of lease liabilities was as follows:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| OPENING BALANCE | 1,277,417 | 1,392,033 |
| Financial expense leases | 41,381 | 43,515 |
| Fixed lease payments | (190,475) | (174,372) |
| Other variations (increases or decreases) | 307,972 | 16,240 |
| TOTAL | 1,436,295 | 1,277,417 |
The amounts reflected under Other increases/decreases relate to the renewals of the lease agreements, as well as the update of lease payments according to CPI. In addition, these include the impact of the translation differences linked to leases in companies with functional currencies other than the Euro.
As mentioned in Note 2, the Company decided to avail of low value and short-term exemptions. The amount relating to this type of agreements, as well as the expenses relating to the variable lease payments not included in the measurement of lease liabilities are included below:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| Variable leases | 20,584 | 20,815 |
| Short-term leases | 3,946 | 2,909 |
| Low value leases | 5,758 | 5,820 |
| TOTAL | 30,287 | 29,544 |
The amounts of variable lease payments include one hotel lease agreement, the lease payment of which is fully variable and, therefore, is not included within the calculation of lease liabilities.
The amounts of leases not yet started to which the Group is committed relate to preliminary agreements of hotels, the expected payments of which are broken down as follows:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| Less than 1 year | 1,065 | |
| Between 1 and 5 years | 69,659 | 47,852 |
| More than 5 years | 350,619 | 332,121 |
| TOTAL | 421,343 | 379,973 |
The breakdown of this heading at the end of 2019 and 2018 is as follows:
| (Thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Trade creditors | 294,006 | 321,725 |
| Other payables | 130,466 | 131,098 |
| TOTAL | 424,472 | 452,823 |
The balance of trade creditors includes any payables to suppliers of goods, supplies and other services or for which the invoices have not yet been received, which at the end of the year amounted to EUR 215.6 million. At the previous year end, this balance amounted to EUR 222.50 million.
Likewise, this heading mainly includes prepayments from customers in the hotel business, which, at the end of 2019 amounted to EUR 78.36 million; EUR 105.84 million at the end of 2018.
The main items included in Other payables are set out below:
| (Thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Accruals and deferred income | 1,149 | 3,647 |
| Accrued wages and salaries | 58,693 | 64,532 |
| Taxes payable | 27,279 | 21,696 |
| Social security contributions payable | 12,693 | 10,579 |
| Trade payables, associates | 25,732 | 21,858 |
| Other liabilities | 4,920 | 8,787 |
| TOTAL | 130,466 | 131,098 |
These balances relate to commercial transactions carried out by the Group. Payables to associates are included in section Commercial transactions in Note 0.
The companies within the Group are subject to the tax legislation applicable in the countries in which they carry out their activities. Current tax regulations in some of these countries do not coincide with the Spanish regulations. As a consequence of the above, the information included in this note should be construed in the light of the peculiarities of the applicable tax regulations for the benefit of legal entities, with reference to applicable tax bases, tax rates and deductions.
According to the legal provisions in force, tax returns may not be considered to be final until they have been inspected by the tax authorities or the statute of limitations period has elapsed, which may be extended by the tax inspection authorities.
In this respect, the years open to inspection in the various countries in which the Group operates are as follows:
| Corp. Inc. Tax | Personal Income Tax |
VAT | I.G.I.C. [general indirect Canaries tax] |
I.R.A.P. [Italian regional tax on productive activities] |
PIS/COFINS [social integration programme/contri bution for the financing of social security] |
|
|---|---|---|---|---|---|---|
| Spain | 2013-2018 | 2016-2019 | 2016-2019 | 2016-2019 | ||
| France | 2016-2018 | 2017-2019 | 2017-2019 | |||
| England | 2013-2018 | 2014-2019 | 2014-2019 | |||
| Italy | 2013-2018 | 2014-2019 | 2014-2019 | 2013-2018 | ||
| Germany | 2009-2018 | 2010-2019 | 2010-2019 | |||
| Holland | 2015-2018 | 2015-2019 | 2015-2019 | |||
| China | 2014-2018 | 2015-2019 | 2015-2019 | |||
| USA | 2016-2018 | |||||
| Mexico | 2013-2018 | 2015-2019 | ||||
| Dominican Rep. | 2016-2018 | 2015-2019 | ||||
| Venezuela | 2014-2018 | 2015-2019 | 2015-2019 | |||
| Brazil | 2014-2018 | 2015-2019 | 2015-2019 |
The balance details of the Group's deferred tax assets and liabilities in 2019 and 2018 is as follows:
| Balance sheet | ||||
|---|---|---|---|---|
| (Thousand €) | 31/12/2019 | 31/12/2018 | ||
| Non-current deferred tax asset is as follows: | ||||
| Tax credits activated by deductions pending application | 7,344 | 6,434 | ||
| Tax credits activated by tax bases pending offset | 30,751 | 31,608 | ||
| Temporary differences for: | ||||
| Tax value of Tryp goodwill | 12,187 | 15,995 | ||
| Cash flow hedges (SWAP) | 941 | 746 | ||
| Tax deductible provisions at the payment time or when liability is generated | 32,490 | 40,018 | ||
| Different criteria for tax and accounting amortisation | 15,880 | 14,111 | ||
| Inter-group results elimination | 3,440 | 5,050 | ||
| Financial expenses not deducted | 31,370 | 21,758 | ||
| Accounting (non-tax) revenues to be distributed over several years | 99,096 | 103,511 | ||
| Leases | 62,837 62,774 |
|||
| Other | 962 | 550 | ||
| TOTAL ASSETS | 297,298 | 302,555 | ||
| Non-current deferred tax liability is as follows: | ||||
| Fair values in business combinations | 37,493 | 36,602 | ||
| Finance lease operations | 20,585 | 21,543 | ||
| Fixed assets restatement and revaluation | 88,538 | 79,443 | ||
| Property investments fair value adjustment | 16,563 | 20,087 | ||
| Differences in accounting and tax values of assets | 8,743 | 7,607 | ||
| Accounting revaluation for merger | 2,479 | 2,525 | ||
| Sales under reinvestment deferral | 3,854 | 3,990 | ||
| Accounting (non-tax) expenses to be distributed over several years | 17,219 | 17,217 | ||
| Leases | 5,514 | 0 | ||
| Other | 20,900 | 14,225 | ||
| TOTAL LIABILITIES | 221,888 | 203,239 |
As a result, among others, of the different interpretations of the current tax legislation, additional liabilities may arise from an inspection. In any case, the Group considers that such liabilities, if any, would not significantly affect these consolidated annual accounts.
The Group assesses the uncertain tax treatments and reflects the effect of the uncertainty on the taxable profit (tax loss), tax bases, unused tax losses or unused tax credits and the corresponding tax rates. With the amount of EUR 18.7 million included in item Other deferred tax liabilities, the Group has covered the possible obligations derived from any tax claims without there being any disputes or uncertain tax treatments that are individually significant.
Deferred taxes recognised in 2019 and 2018 by the Group are as follows:
| (Thousand €) | Deferred tax Assets | Deferred tax Liabilities |
|---|---|---|
| BALANCE 31/12/2017 | 285,383 | 190,295 |
| Expenses / Income of the period | (1,752) | 16,810 |
| Taxes attributed directly to Equity | 19,417 | 7,168 |
| Translation differences and others | (493) | (11,034) |
| BALANCE 31/12/2018 | 302,555 | 203,239 |
| Expenses / Income of the period | (15,390) | (2,463) |
| Scope changes | (1,072) | 8,426 |
| Translation differences and others | 11,204 | 12,686 |
| BALANCE 31/12/2019 | 297,297 | 221,888 |
Deferred tax assets and liabilities are calculated considering the future changes in the tax rate approved in all geographic areas.
The tax loss carryforwards of the companies within the Group, detailed by geographic area and maturity date, are detailed below:
| (Thousand €) | 2020 2021-2025 |
2026-2032 | Subsequent | Total | |
|---|---|---|---|---|---|
| years | 31/12/2019 | ||||
| Spain | 333,936 | 333,936 | |||
| Rest of Europe | 8,831 | 70,495 | 79,326 | ||
| America and rest of the world | 1,214 | 33,813 | 35,027 | ||
| TOTAL | 0 | 0 | 10,045 | 438,244 | 448,289 |
Within the Rest of Europe area, England stands out with EUR 58.4 million, the Netherlands with EUR 8.8 million, Italy with EUR 5.2 million, Austria with EUR 3.8 million and France with EUR 3.1 million, and within America and the rest of the world, Brazil stands out with EUR 33.8 million and Mexico with EUR 1.2 million.
The Group's main capitalised tax losses and deferred tax assets generated are detailed below:
| 31/12/2019 | ||||
|---|---|---|---|---|
| (Thousand €) | Capitalised Tax Losses | Deferred Tax Assets | ||
| Spain | 85,470 | 21,368 | ||
| United Kingdom | 44,499 | 8,455 | ||
| Italy | 3,867 | 928 | ||
| TOTAL | 133,836 | 30,751 |
Tax losses offset in the fiscal year were not fully capitalised in previous years, resulting in a tax benefit of EUR 2 million. EUR 0.4 million corresponds to the rest of Europe and EUR 1.6 million to America and the rest of the world.
Regarding the provisions for financial investments pending inclusion, a total of EUR 1.5 million will be gradually reversed in the tax base of Meliá Hotels International, S.A., provided that these investments generate enough profits to allow the discounting of such provisions or at a rate of 20% per year.
For comparison purposes, the tax loss carryforwards detailed by geographic area and maturity date at the 2018 year end are detailed below:
| (Thousand €) | 2019 | 2020-2024 | 2025-2031 | Subsequent years |
Total 31/12/2018 |
|---|---|---|---|---|---|
| Spain | 337,872 | 337,872 | |||
| Rest of Europe | 13,468 | 70,282 | 83,750 | ||
| America and rest of the world | 1,031 | 746 | 4,257 | 33,083 | 39,117 |
| TOTAL | 1,031 | 746 | 17,725 | 441,237 | 460,739 |
The Group's main capitalised tax losses and deferred tax asset for 2018 are detailed below:
| (Thousand €) | 31/12/2018 | |||
|---|---|---|---|---|
| Capitalised Tax Losses | Deferred Tax Assets | |||
| Spain | 87,623 | 21,906 | ||
| Italy | 41,976 | 7,980 | ||
| Dominican Republic | 6,840 | 1,642 | ||
| Mexico | 266 | 80 | ||
| TOTAL | 136,705 | 31,608 |
The Group's available tax credits, by geographic areas and maturity, are detailed below:
| (Thousand €) | 2020 | 2021-2025 | 2026-2032 | Subsequent years |
Total 31/12/2019 |
|---|---|---|---|---|---|
| Spain | 1,726 | 2,268 | 5,648 | 9,642 | |
| Rest of Europe | 590 | 473 | 1,063 | ||
| TOTAL | 590 | 2,199 | 2,268 | 5,648 | 10,705 |
Accumulated tax credits at year end in the Rest of Europe entirely relate to France.
61.60% of tax credits have their corresponding deferred tax asset duly recognised.
For comparison purposes, available tax credits by geographic area and maturity date, at the 2018 year end are detailed below:
| (Thousand €) | 2019 | 2020-2024 | 2025-2031 | Subsequent | Total |
|---|---|---|---|---|---|
| years | 31/12/2018 | ||||
| España | 3,743 | 3,326 | 7,069 | ||
| Rest of Europe | 384 | 1,063 | 1,447 | ||
| TOTAL | 384 | 1,063 | 3,743 | 3,326 | 8,516 |
The information set out in Article 84 of Law 27/2014 of 27 November on Corporate Income Tax applicable to mergers and divisions of business lines carried out in previous years is included in the first notes to the annual accounts approved following each of these operations and is summarised as follows:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| Consolidated Net Income | 121,679 | 151,664 |
| Income tax expense | 34,632 | 43,538 |
| Adjustments for impairment and provisions | (54,134) | 22,788 |
| Finance lease transactions | 3,164 | 9,750 |
| Non-deductible expense/income | (97,458) | (46,308) |
| Exchange differences | (1,320) | (24,753) |
| Inflation adjustments | 3,111 | 7,913 |
| Other adjustments | 102,435 | (57,865) |
| PREVIOUS TAXABLE INCOME | 112,109 | 106,727 |
| Offset of tax-loss carryforwards | (7,079) | (8,694) |
| Tax losses not recognised | (6,787) | (15,953) |
| GROSS TAX BASE | 98,243 | 82,080 |
| TAX EXPENSE AT RATE APPLICABLE BY LAW (25%) | 24,561 | 20,520 |
| Effect of tax rate applicable in other countries | (4,534) | 7,985 |
| CORPORATE INCOME TAX FOR THE PERIOD | 20,027 | 28,505 |
The table below reflects the amounts recorded as an expense for the fiscal years 2019 and 2018, the balances being detailed by items, and differentiating between current tax and deferred tax.
| (Thousand €) | 2019 | 2018 | ||
|---|---|---|---|---|
| Expense / (Income) | Expense / (Income) | |||
| Current Tax | ||||
| Income tax for the period | 20,027 | 28,505 | ||
| Other taxes for the fiscal year | 3,974 | 4,220 | ||
| Adjustments to income tax of prior years | (2,179) | 821 | ||
| Deferred Tax | ||||
| Net variation in credits for tax losses | (2,283) | 5,579 | ||
| Net variation in tax credits | 1,072 | 952 | ||
| Other deferred tax | 14,021 | 3,461 | ||
| TOTAL INCOME TAX EXPENSE | 34,632 | 43,538 |
The heading Other taxes for the fiscal year relates to taxes similar to the income tax as well as other taxes in developing countries based on income or assets.
All Adjustments to income tax in fiscal years prior to 2019 and 2018, relate to changes between the final tax and the tax estimate made during the previous year.
The following are considered to be related parties:
All transactions with related parties are arm's length transactions under market conditions.
Commercial transactions carried out with associates and joint ventures mainly relate to hotel management activities and other related services. The table below shows the amount recognised in operating revenues in the consolidated income statement, and the balances outstanding at the end of 2019 and 2018:
| 31/12/2019 | 31/12/2018 | |||||
|---|---|---|---|---|---|---|
| (Thousand €) | Net Income 2019 |
Assets | Liabilities | Net Income 2018 |
Assets | Liabilities |
| Evertmel Group (*) | 422 | 246 | 14,436 | 147 | 568 | 16,080 |
| Meliá Zaragoza, S. L. | 107 | 167 | 16 | 84 | ||
| Adprotel Strand, S. L. | (3,802) | |||||
| Producciones de Parques, S.L. (JV) | 3,089 | 1,063 | 18 | 3,267 | 1,276 | 16 |
| Melcom Group (*) | 68 | 112 | 5,384 | |||
| Altavista Hotelera, S. L. | (4,768) | 417 | 485 | (4,468) | 988 | |
| Fourth Project 2012, S.L. | 35 | 10 | 4,998 | 35 | 11 | 3,617 |
| Meliá Hotels USA, LLC | 292 | 41 | 692 | |||
| Sierra Parima | 120 | 253 | ||||
| Jamaica DevCo | 343 | 960 | 72 | (618) | 1,487 | 1,200 |
| TOTAL JOINT VENTURES | (585) | 3,521 | 25,410 | (5,355) | 4,371 | 21,604 |
| Turismo de Invierno, S.A. | 757 | 365 | 32 | 704 | 457 | |
| C.P. Meliá Castilla | 4,422 | 2,028 | 47 | 4,189 | 1,862 | 112 |
| C.P.A.M.Costa del Sol | 2,401 | 849 | 97 | 2,478 | 577 | 26 |
| Nexprom, S.A. | 3,014 | 1,035 | 45 | 2,308 | 1,057 | 11 |
| Starmel Group (*) | 2,336 | 353 | 18 | 2,580 | 809 | 9 |
| Renasala Group (*) | 5,594 | 1,897 | 62 | 5,570 | 2,200 | 61 |
| Inversiones Guiza, S. A. | 11 | 7 | 14 | 13 | ||
| Cibanco S.A. IBM Fideicomiso el Medano | 1,503 | 1,042 | 14 | |||
| Detur Panamá, S. A. | 187 | 1,852 | 14 | 249 | 1,623 | 8 |
| TOTAL ASSOCIATED COMPANIES | 18,711 | 8,391 | 322 | 19,583 | 9,640 | 254 |
| TOTAL | 18,126 | 11,912 | 25,732 | 14,227 | 14,011 | 21,858 |
(*) The companies belonging to the same line of business are presented jointly
Evermel Group consists of the companies Evertmel, S.L, Mongamenda S.L. and Kimel S.L.
Producciones de Parques Group consists of the companies Producciones de Parques, S.L.,Tertian XXI S.L.U. and Golf Katmandú,S.L.
Starmel Group consists of the companies Starmel Hoteles JV,S.L, Starmel Hoteles OP 2, S.L.U, Fuerteventura Beach Property S.L.U and Santa Eulalia Beach Property, S.L.U. Renasala Group consists of the companies Renasala,S.L, Starmel Hoteles OP S.L.U, Torremolinos Beach Property,S.L.U, Palmanova Beach Property, S.L.U,
Puerto del Carmen Beach Property,S.L.U, San Antonio Beach Property, S.L.U.
Melia Hotels USA Group consists of the companies Melia Hotels USA,Llc. and Melia Hotels Florida Llc.
El Recreo consists of the companies El Recreo Plaza C.A. and El Recreo Plaza & Cía. C.A.
Melcom Group consists of the companies Sistemas Ribey Cloud,S.L., Pelícanos Property, S.L.U., Bellver Property, S.L.U. and Melcom Joint Venture. S.L.
The breakdown of the financing maintained by the group with associates at the end of 2019 and 2018 is as follows:
| 31/12/2019 | 31/12/2018 | |||||
|---|---|---|---|---|---|---|
| (Thousand €) | Net Income 2019 |
Assets | Liabilities | Net Income 2018 |
Assets | Liabilities |
| Evertmel Group (*) | 725 | 19,796 | 6,967 | 667 | 18,807 | 9,788 |
| Meliá Zaragoza, S. L. | 96 | 6,213 | 245 | |||
| Altavista Hotelera, S. L. | 252 | 13,489 | 282 | 12,564 | ||
| Adprotel Strand, S. L. | 3,517 | |||||
| Grupo Melcom (*) | 861 | 37,368 | 1,122 | 375 | 37,304 | 1,122 |
| Producciones de Parques Group (*) | 1,886 | (7) | 1,439 | |||
| Fourth Project 2012, S.L. | (410) | 6,621 | (63) | 7,027 | ||
| Melia Hotels USA Group (*) | 142 | 2,367 | 487 | 909 | ||
| Sierra Parima | 964 | 12,940 | ||||
| Jamaica DevCo | 348 | 24,331 | 190 | 19,174 | ||
| TOTAL JOINT VENTURES | 2,978 | 103,563 | 29,536 | 5,693 | 88,759 | 19,376 |
| Turismo de Invierno, S.A. | 14 | 510 | 179 | 14 | 510 | 414 |
| C.P. Meliá Castilla | 339 | 178 | ||||
| C.P.A.M.Costa del Sol | 698 | 149 | ||||
| Nexprom, S.A. | 668 | 153 | ||||
| Starmel Group (*) | 646 | 5,493 | 824 | 588 | 4,967 | 415 |
| Renasala Group (*) | 1,060 | 20,248 | 636 | 1,084 | 21,958 | 1,724 |
| Cibanco S.A. IBM Fideicomiso el Medano | (1) | 85 | ||||
| Detur Panamá, S. A. | 490 | 2,813 | 700 | 3,158 | ||
| TOTAL ASSOCIATED COMPANIES | 2,210 | 29,064 | 3,343 | 2,385 | 30,592 | 3,118 |
| TOTAL | 5,188 | 132,627 | 32,879 | 8,077 | 119,351 | 22,494 |
(*) The companies belonging to the same line of business are presented jointly
Evermel Group consists of the companies Evertmel, S.L, Mongamenda S.L. and Kimel S.L.
Producciones de Parques Group consists of the companies Producciones de Parques, S.L.,Tertian XXI S.L.U. and Golf Katmandú,S.L.
Starmel Group consists of the companies Starmel Hoteles JV,S.L, Starmel Hoteles OP 2, S.L.U, Fuerteventura Beach Property S.L.U and Santa Eulalia Beach Property, S.L.U. Renasala Group consists of the companies Renasala,S.L, Starmel Hoteles OP S.L.U, Torremolinos Beach Property,S.L.U, Palmanova Beach Property, S.L.U,
Puerto del Carmen Beach Property,S.L.U, San Antonio Beach Property, S.L.U.
Melia Hotels USA Group consists of the companies Melia Hotels USA,Llc. and Melia Hotels Florida Llc.
El Recreo consists of the companies El Recreo Plaza C.A. and El Recreo Plaza & Cía. C.A.
Melcom Group consists of the companies Sistemas Ribey Cloud,S.L., Pelícanos Property, S.L.U., Bellver Property, S.L.U. and Melcom Joint Venture. S.L.
Main movements in financial assets relate to the increases in financing in the companies Meliá Zaragoza and Jamaica DevCo.
Within financial liabilities, the main changes compared to the previous year occurred due to the incorporation of the company Sierra Parima, which now is accounted for using the equity method.
At each year end, interest is calculated on the average balance of the current accounts, including debit or credit balances, depending on the special circumstances of each joint venture or associate, and the return thereof is made according to the needs. These balances accrue interest at market rates, which is settled annually based on the daily balance of the account. The interest rate applied in 2019 was 1.5%; 2% in 2018.
The amounts corresponding to lease agreements with associates and joint ventures are broken down below. Lease payments are included within the amount reflected in column Net Income, including the variable amounts, if any, which are not discounted in calculating lease liabilities.
| (Thousand €) | 31/12/2019 | 31/12/2018 | ||
|---|---|---|---|---|
| Net Income 2019 |
Liabilities | Net Income 2018 |
Liabilities | |
| Evertmel, S. L. (JV) | (7,717) | 59,521 | (7,885) | 64,443 |
| Altavista Hotelera, S. L. | (3,562) | 31,448 | (3,643) | 35,566 |
| Grupo Melcom (*) | (7,616) | 20,024 | (8,010) | 33,283 |
| Fourth Project 2012, S.L. | (2,492) | 20,415 | (2,542) | 22,488 |
| Jamaica DevCo | (737) | 9,396 | (370) | 10,258 |
| TOTAL JOINT VENTURES | (22,124) | 140,804 | (22,449) | 166,038 |
As stated in Note 22.1, the Group has bank guarantees regarding certain liabilities recognised in associates or joint ventures. At the end of 2019, such guarantees are as follows:
Meliá Hotels International, S.A. acts as joint guarantor in the mortgage loan granted by Banco Santander to Meliá Zaragoza, S.L. The outstanding amount at the end of the fiscal year totals EUR 19.2 million.
In 2018, the main deposits with associates and joint ventures were as follows:
Meliá Hotels International, S.A. acted as joint guarantor in the mortgage loan granted by Banco Santander to Meliá Zaragoza, S.L. The outstanding amount at the end of the fiscal year totalled EUR 19.2 million.
Balances by type of transaction carried out with significant shareholders are as follows:
| (Thousand €) | Transaction type | 2,019 | 2,018 |
|---|---|---|---|
| Tulipa Inversiones 2018, S.A. | Services rendered | 1,223 | |
| Hoteles Mallorquines Asociados, S.L. | Services rendered | 1,585 | |
| Hoteles Mallorquines Asociados, S.L. | Leases | 186 | 171 |
| TOTAL | 1,409 | 1,756 |
Board meeting and committee attendance fees paid to the directors in 2019 and 2018 were as follows:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| External independent directors | 536 | 476 |
| Mr. Juan Arena de la Mora | 67 | 79 |
| Mr. Luis María Díaz de Bustamante y Terminel | 114 | 108 |
| Mr. Fco Javier Campo García | 112 | 90 |
| Mr. Fernando D´Ornellas Silva | 132 | 115 |
| Mrs. Carina Szpilka Lazaro | 84 | 84 |
| Mrs. Mª Cristina Henriquez de Luna | 27 | |
| Proprietary directors | 213 | 219 |
| Mr. Gabriel Escarrer Julia | 49 | 49 |
| Mr. Sebastián Escarrer Jaume | 49 | 54 |
| Mr. Juan Vives Cerdá | 10 | 44 |
| Holeles Mallorquines Consolidados S.A. | 78 | 72 |
| Holeles Mallorquines Asociados S.A. | 27 | |
| Other external director | 42 | 81 |
| Mr. Alfredo Pastor Bodmer | 42 | 81 |
| Executive director | 54 | 54 |
| Mr. Gabriel Juan Escarrer Jaume | 54 | 54 |
| TOTAL | 845 | 830 |
Remuneration of executive directors and members of the senior management in 2019 and 2018 were as follows:
| 2019 | 2018 | |||
|---|---|---|---|---|
| (Thousand €) | Fixed | Variable | Fixed | Variable |
| Remuneration | Remuneration | Remuneration | Remuneration | |
| Executive directors | 868 | 1,685 | 875 | 481 |
| Mr. Gabriel Juan Escarrer Jaume | 868 | 1,685 | 875 | 481 |
| High direction | 1,930 | 2,907 | 1,819 | 650 |
| TOTAL | 2,798 | 4,592 | 2,694 | 1,131 |
The Company has not assumed any obligation and has not granted any advance payment or loans to directors. On the other hand, the Group has arranged a civil liability policy (D&O) for the Group's directors and executives, under the terms and conditions that are common in insurance policies of this nature, with a premium for 2019 of EUR 100,842.50, EUR 91,289 in 2018. There are no share-based payments.
The increase in variable remuneration in 2019 relates to the payment of long-term remuneration earned in accordance with the milestones achieved in the 2019/2018 Strategic Plan.
The breakdown below relates to transactions between Group companies and the parent company's directors or executives in 2019 and 2018:
| (Thousand €) | Transaction type | 2019 | 2018 |
|---|---|---|---|
| Mr. Juan Vives Cerda | Services received | 19 | 56 |
| Mr. Juan Vives Cerda | Services provided | 266 | 653 |
| TOTAL | 285 | 708 |
The transactions with Mr. Juan Vives Cerda during his mandate as member of the Board of Directors (until 18 June 2019) are included.
The Group has commitments with third parties in respect of assets and liabilities not recognised in the consolidated balance sheet given the remote probability that they give rise to and outflow of economic resources or because the commitments must not be recognised in accordance with current regulations. Such contingent assets and liabilities are detailed below by amount and item.
Meliá Hotels International, S.A. secures lease payments in favour of several hotel owners through bank guarantees in the total amount of EUR 65.7 million and through corporate guarantee in the amount of EUR 10.2 million.
Meliá Hotels International, S.A. secures several operations through bank guarantees and for various items, in the amount of EUR 39.2 million.
Meliá Hotels International, S.A. has granted collateral and bank guarantees for operations undertaken by associates in the amount of EUR 19.8 million.
For comparison purposes, information for year 2018 is shown below:
Meliá Hotels International, S.A. secured lease payments in favour of several hotel owners through bank guarantees in the total amount of EUR 64.7 million and through corporate guarantee in the amount of EUR 10.1 million.
Meliá Hotels International, S.A. secured several operations through bank guarantees and for various items, in the amount of EUR 40.4 million.
Meliá Hotels International, S.A. had granted collateral and bank guarantees for operations undertaken by associates in the amount of EUR 19.8 million.
On 3 July 2019 the parent company of the Group received notice of a claim filed in Spain for unlawful enrichment during the last 5 years derived from its hotel management activities of two establishments in Cuba. The Company filed plea for lack of jurisdiction and international jurisdiction, which was accepted in full in September 2019. Such sentence was appealed by the petitioner, and is awaiting a decision as at the date of preparation of these consolidated financial statements. The directors, however, consider that such proceeding will not give rise to equity losses for the Group.
Corporación Hotelera Metor, S.A., a subsidiary which is 76% owned, is involved in a dispute with its minority shareholder, claiming that all agreements and transactions carried out with such shareholder be declared invalid. The Company has undertaken the necessary actions to ensure that the resolution of such dispute does not have a significant impact on the Group's financial statements. In addition, there is no economic assessment, since this is a dispute concerning the control and the challenging of certain corporate agreements.
According to the requirements of Articles 229 and 230 of the Revised Text of the Spanish Law on Corporations, the members of the Board of Directors confirmed that neither they, nor any persons with whom they have ties, as referred to in Article 231 of the aforesaid Law, carry out any activities on their own account or for third parties which may involve any effective competition, present or future, with the Company or which, in any way whatsoever, would place them in a position of permanent conflict with the interests thereof. Direct or indirect shareholdings controlled by members of the Board of Directors of the Company are as follows:
| Shareholder / Board Member | Nr.direct and indirect voting rights |
% total voting rights | Position on the Board |
|---|---|---|---|
| Mr. Gabriel Escarrer Juliá | 11,542,525 | 5.0250% | Chairman |
| Hoteles Mallorquines Consolidados, S.L. | 53,700,867 | 23.3787% | Director |
| Hoteles Mallorquines Asociados, S.L. | 30,333,066 | 13.2060% | Director |
| Mr. Juan Arena de La Mora | 1,000 | 0.0004% | Director |
| Mr. Luis Mª Díaz de Bustamante y Terminel | 300 | 0.0001% | Secretary and Director |
The Directors and persons related to them, other than those already mentioned, or persons acting on their behalf, have not undertaken during the fiscal year other transactions with the parent company or other Group companies, which fall out of the scope of the Group's ordinary course of business or which are not based on market conditions.
The information required pursuant to 3rd additional provision of Law 15/2010, of 5 July, is included below. The table below shows the breakdown related to Meliá Hotels International, S.A. and its Spanish subsidiaries for 2019 and 2018:
| (Thousand €) | 2019 | 2018 |
|---|---|---|
| Supplier average payment period | 57.01 | 55.12 |
| Ratio of transactions paid | 57.37 | 54.40 |
| Ratio of transactions pending payment | 54.18 | 62.64 |
| TOTAL PAYMENTS MADE | 507,470 | 555,604 |
| TOTAL OUTSTANDING PAYMENTS | 64,026 | 53,622 |
In 2019, the Company has monitored the ratios associated with the average period of payment to suppliers, as well as the administrative processes relating to the invoices from such suppliers and the own capital management, in order to reduce, as much as possible, the average period of payment to suppliers, according to the provisions of Law 15/2010 and any other applicable legislation in force. Thanks to this procedure, the number of days has been maintained below 60, as in the previous year.
Fees for auditing the consolidated annual accounts, for both consolidated and equity-method subsidiaries, amounted to EUR 1,367 thousand, of which EUR 728 thousand have been invoiced by Deloitte, S.L. in Spain. At international level, Deloitte has invoiced EUR 506 thousand. The remaining EUR 133 thousand relate to other audit firms. Likewise, fees invoiced during the year for other services provided by other companies pertaining to the network of auditors of the consolidated annual accounts totalled EUR 199 thousand.
In 2018, fees for auditing the consolidated annual accounts, as well as the parent company and subsidiaries amounted to EUR 1,470 thousand, of which EUR 787 thousand were invoiced by PricewaterhouseCoopers España, EUR 378 thousand by PricewaterhouseCoopers at an international level and the remaining EUR 304 thousand by other audit firms. Likewise, fees invoiced in 2018 for other services provided by other companies pertaining to the network of auditors of the consolidated annual accounts totalled EUR 239 thousand.
The following subsidiaries of the Meliá Group in the United Kingdom are exempted from audit requirements of their individual annual accounts pursuant to Section 479A of the British Companies Act:
The Group has taken the challenge of being an international benchmark for excellence, responsibility and sustainability in line with the society's demands for receiving a responsible and sustainable service which is committed to preserving the planet.
The Group's commitment, therefore, takes on a special significance given the nature of the activity developed and the importance of tourism in the world economy, as well as its high level of dependence on social and environmental factors, such as the climate and natural resources.
In 2019 the Group achieved the first world position in Corporate Suitability Assessment, leaded by SAM (S&P Global), an international benchmark sustainable rating agency, placing the Group at the forefront of international sustainability.
Likewise, in 2019 the Group has continued to work on the adoption of measures and the execution of plans and actions that contribute to the fight against climate change and its effects, following the pattern of the public commitments acquired, in line with its own 360º Environmental Management Model.
The strategic approach with regard to environmental issues has led the Group to integrate in the management the Sustainable Development Objectives, because the industry in which the Group operates significantly contributes to and is affected by the climate change. For this reason, it favours a hotel management model which makes progress towards decarbonisation, energy and water consumption efficiency, circular economy promotion and the direct involvement of stakeholders, with the innovation and implementation of impact measurement metrics.
To do that, a road map has been designed which includes the following commitments:
To boost a tourism model which makes progress towards carbon neutrality.
To continue to spread the strategy of energy production from renewable sources.
To support a circular hotel model as a lever to reduce waste, which encourages reuse and improves its management, thus reducing the impact of the activity at destination.
To consolidate the commitment to innovation applied to the environmental management of the Group's activity, Artificial Intelligence and impact metrics.
To reinforce the involvement of stakeholders in the achievement of commitments and shared goals, making them participants and involving them actively.
The consolidated Management Report includes all the non-financial information with regard to environmental issues as required by Law 11/2018 of 28 December 2018.
On 21 February 2020 the European Commission announced the decision ending the investigation initiated in 2017 (see Note 17.2), imposing a fine to the Company in the amount of EUR 6.7 million, amount for which full provision was made as at 31 December 2019.
Meliá Hotels International has always considered that the mentioned agreements did not have adverse effects on competition in the market and with this intention they were entered into. However, focusing on the interest of customers and partners of the Company, it was decided to fully cooperate with the European Commission from the beginning, as disclosed by the Commission in its notice. Meliá Hotels International is fully committed to the competition rules and the single European market and, following the initiation of this investigation, all the internal compliance procedures were initiated to ensure that all its agreements comply with such rules.
| COMPANIES OPERATING HOTELS | REGISTERED OFFICE | COUNTRY | DIR.HOLD IND.HOLD TOTAL | |||
|---|---|---|---|---|---|---|
| (A) (F1) APARTHOTEL BOSQUE, S. A. | Camilo José Cela, 5 (Palma de Mallorca) | Spain | 100.00% | 100.00% | ||
| (A) | ARESOL CABOS S.A. de C.V. | Km 19,5 Ctra. Cabo San Lucas (S.Jose del Cabo) | Mexico | 99.69% | 99.69% | |
| (A) | AYOSA HOTELES, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 49.00% | 49.00% | |
| (A) | BISOL VALLARTA, S. A. de C. V. | Paseo de la Marina Sur (Puerto Vallarta) | Mexico | 99.68% | ||
| 0.01% | 99.69% | |||||
| (A) | CALA FORMENTOR, S. A. de C. V. | Boulevard Kukulkan (Cancún) | Mexico | 92.40% | ||
| 7.29% | 99.69% | |||||
| (A) | CARIBOTELS DE MEXICO, S. A. de C. V. | Playa Santa Pilar, Aptdo 9 (Cozumel) | Mexico | 16.41% | ||
| 29.63% | ||||||
| 53.70% | 99.74% | |||||
| (A) | CIBANCO SA IBM FIDEICOMISO EL MEDANO | Playa El Medano s/n, (Cabo San Lucas) | México | 100.00% 100.00% | ||
| (A) (F1) COLÓN VERONA,S.A. (JV) | Canalejas, 1 (Sevilla) | Spain | 100.00% | 100.00% | ||
| COM.PROP. SOL Y NIEVE (*) | Plaza del Prado Llano (Sierra Nevada) | Spain | 93.27% | 93.27% | ||
| (A) | CORP.HOT.HISP.MEX., S. A. de C. V. | Boulevard Kukulkan km.12,5 (Cancún) | Mexico | 9.22% | ||
| 90.47% | 99.69% | |||||
| (A) | CORP.HOTELERA METOR, S. A. | Faustino Sánchez Carrión s/n (Lima) | Peru | 75.87% | 75.87% | |
| (A) | DESARROLLOS SOL, S.A.S. | Lope de Vega, 4 (Santo Domingo) | Dominican Rep. | 61.79% | ||
| 20.25% | ||||||
| 17.66% | 99.69% | |||||
| (A) (F2) HOTEL ALEXANDER, S. A. S. | 20, Rue du sentier 75002 (Paris) | France | 100.00% 100.00% | |||
| (A) (F2) HOTEL COLBERT S.A.S. | 20, Rue du sentier 75002 (Paris) | France | 100.00% 100.00% | |||
| (A) (F2) HOTEL FRANÇOIS S.A.S. | 20, Rue du sentier 75002 (Paris) | France | 100.00% 100.00% | |||
| (A) (F2) HOTEL MADELEINE PALACE, S.A.S. | 8, Rue Cambon 75001 (Paris) | France | 100.00% 100.00% | |||
| (A) (F2) HOTEL ROYAL ALMA S.A.S. | 20, Rue du sentier 75002 (Paris) | France | 100.00% 100.00% | |||
| (A) | INFINITY VACATIONS DOMINICANA | Instal.Hotel Circle,Avda.Barceló,Bávaro (P.Cana) | Dominican Rep. | 0.03% | ||
| 99.97% | 100.00% | |||||
| INNSIDE VENTURES, LLC | 1029, Orange St. Wilmington (Delaware) | USA | 100.00% 100.00% | |||
| (A) (F7) INVERS. EXP. TURISTICAS, S. A. | Mauricio Legendre, 16 (Madrid) | Spain | 54.93% | 54.93% | ||
| (A) | INVERS. INMOB. IAR 1997, C. A. | Avenida Casanova con C/ El Recreo (Caracas) | Venezuela | 99.69% | 99.69% | |
| (A) | INVERSIONES AGARA, S.A. | Lope de Vega, 4 (Santo Domingo) | Dominican Rep. | 99.69% | 99.69% | |
| (A) | INVERSIONES AREITO, S.A. | Avda. Barceló, s/n (Bávaro) | Dominican Rep. | 64.54% | ||
| 35.46% | 100.00% | |||||
| (A) (F1) INV. HOTELERAS LA JAQUITA, S.A. | Avda. de los Océanos, s/n (Tenerife) | Spain | 49.07% | |||
| 50.00% | 99.07% | |||||
| LOMONDO Limited | Albany Street-Regents Park (Londres) | Great Britain | 100.00% 100.00% | |||
| LONDON XXI Limited | 336-337 The Strand (Londres) | Great Britain | 100.00% 100.00% | |||
| (A) | MELIÁ HOTELS INTERNATIONAL, S.A. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100.00% | ||
| MELIA HOTELS ORLANDO, LLC. (JV) | Brickell Avenue Suite 1000, 800 | USA | 50.00% | 50.00% | ||
| (A) (F1) PRODISOTEL, S.A. | Mauricio Legendre, 16 (Madrid) | Spain | 100.00% 100.00% | |||
| (A) (F1) REALIZACIONES TURÍSTICAS, S.A. | Mauricio Legendre, 16 (Madrid) | Spain | 95.97% | |||
| 0.30% | 96.27% | |||||
| (A) | S' ARGAMASSA HOTELERA S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 50.00% | 50.00% | |
| (A) | SOL MELIÁ DEUTSCHLAND, gmbh | Am Schimmersfeld 5 (Ratingen) | Germany | 100.00% | 100.00% | |
| (A) (F9) SOL MELIÁ ITALIA S.R.L. | Via Masaccio 19 (Milan) | Italy | 100.00% | 100.00% | ||
| SOL MELIÁ LUXEMBOURG, S.A.R.L. | 1 Park Dräi Eechelen, L1499 | Luxembourg | 100.00% | 100.00% | ||
| (A) (F1) TENERIFE SOL, S. A. | Playa de las Américas (Tenerife) | Spain | 50.00% | |||
| 47.99% | 97.99% | |||||
| MANAGEMENT COMPANIES | REGISTERED OFFICE | COUNTRY | P.DIR | P.IND | TOTAL | |
| (F1) APARTOTEL, S. A. | Mauricio Legendre, 16 (Madrid) | Spain | 99.79% | 99.79% | ||
| GESMESOL, S. A. | Elvira Méndez, 10 - Edif. Bco do Brasil | Panama | 100.00% | 100.00% | ||
| (A) | ILHA BELA GESTAÔ E TURISMO, Ltd. | 31 de Janeiro, 81 (Funchal - Madeira) | Portugal | 100.00% | 100.00% | |
| (F1) MARKSERV, B. V. | Strawinskylaan 915 WTC, Toren A,1077 XX (Amsterdam) | Holland | 51.00% | |||
| 49.00% | 100.00% | |||||
| MELIÁ BRASIL ADMINISTRAÇAO | Avenida Cidade Jardim, 1030 (Sao Paulo) | Brasil | 20.00% | |||
| 80.00% | 100.00% | |||||
| (A) | MELIÁ MANAGEMENT, S.A. | Lope de Vega, 4 (Santo Domingo) | Dominican Rep. | 100.00% 100.00% | ||
| MELIA VIETNAM COMPANY LIMITED | 13th Floor, Plaza Saigon Building, 39 Le Duan Street, Ben Nghe Vietnam | 100.00% 100.00% | ||||
| NEW CONTINENT VENTURES, Inc. | 800 Brickell Avenue Suite 1000 (Miami) | USA | 100.00% 100.00% | |||
| OPERADORA COSTARISOL, S.A. | Avenida Central, 8 (San Jose) | Costa Rica | 100.00% 100.00% | |||
| (A) | OPERADORA MESOL, S. A. de C. V. | Blvd. Kukulkan Km 16.5 No 1 T.5. Zona Hot (Cancún) | Mexico | 75.21% | ||
| 24.79% | 100.00% | |||||
| PT SOL MELIÁ INDONESIA | Ed.Plaza Bapindo-Menara Mandiri Lt.16 | Indonesia | 90.00% | |||
| Jl.Jend.Sudirman Kav.54-55 (Jakarta) | 10.00% | 100.00% | ||||
| (F1) SOL MANINVEST, B. V. | Strawinskylaan 915 WTC, Toren A,1077 XX (Amsterdam) | Holland | 100.00% | 100.00% | ||
| (A) | SOL MELIÁ BALKANS EAD | Región de Primorski,Golden-Sands-Varna | Bulgaria | 100.00% | 100.00% | |
| (A) | SOL MELIÁ HOTEL MANAG. SHANGHAI CO, LTD. | Suite 13-1A1,13th Floor,Hang Seng Bank Tower,1000 | China | 100.00% | 100.00% | |
| Lujiazui Ring Road (Shanghai) | ||||||
| SOL MELIÁ GREECE, HOTEL & TOURISTIC | 14th Chalkokondili Str & 28th October str (Atenas) | Greece | 100.00% | 100.00% | ||
| SOL MELIÁ PERÚ, S. A. | Av. Salaberri, 2599 (San Isidro - Lima) | Peru | 99.90% | |||
| 0.10% | 100.00% |
(*) Shareholding in this company is through the ownership of apartments representing 93.27% and which are recognised under the heading Property, plant and equipment.
| COMPANIES WITH SUNDRY ACTIVITIES | REGISTERED OFFICE | COUNTRY | P.DIR | P.IND | TOTAL | |
|---|---|---|---|---|---|---|
| (A) (F1) ADPROTEL STRAND, S.L. | Mauricio Legendre, 16 (Madrid) | Spain | 50.00% | 25.00% | 75.00% | |
| (A) | BAJA SERVICIOS ADMINISTRATIVOS S.A | Ctra Transpeninsular, km 19,5 (Los Cabos) | Mexico | 100.00% 100.00% | ||
| (F1) CASINO TAMARINDOS, S. A. | Retama, 3 (Las Palmas) | Spain | 100.00% | 100.00% | ||
| CREDIT CONTROL CORPORATION | Brickell Avenue, 800 (Miami) | USA | 100.00% | 100.00% | ||
| (F1) DORPAN, S. L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100.00% | 100.00% | ||
| GUARAJUBA EMPREENDIMENTOS, S.A. | Avda. Jorge Amado s/n, Bahía | Brazil | 100.00% | 100.00% | ||
| (F1) HOGARES BATLE, S.A. | Gremio Toneleros, 42 (Palma de Mca.) | Spain | 51.49% | |||
| 46.70% | 98.19% | |||||
| (A) (F2) HOTEL METROPOLITAN, S.A.S. | 20, Rue du sentier 75002 (Paris) | France | 100.00% 100.00% | |||
| (A) (F1) HOTELPOINT, S.L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100.00% | 100.00% | ||
| IMPACT HOSPITALITY V3NTURES, LLC | Celebration Place, 225 (Miami) | USA | 100.00% 100.00% | |||
| INFINITY VACATIONS S.A. DE C.V. | Bvld.Kukulcan Km 16,5 Benito Juarez (Cancún) | Mexico | 0.01% | |||
| 99.99% | 100.00% | |||||
| (A) | INMOBILIARIA DISTRITO CIAL., C. A. | Avda. venezuela con Casanova (Caracas) | Venezuela | 89.26% | 89.26% | |
| (F9) INMOTEL INVERS. ITALIA, S.R.L. | Via Pietro Mascagni, 14 (Milán) | Italy | 100.00% | 100.00% | ||
| (F1) MELIA EUROPE & MIDDLE EAST, S.L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100.00% | 100.00% | ||
| (F1) NAOLINCO AVIATION,S.L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100.00% | 100.00% | ||
| (F1) NETWORK INVESTMENTS SPAIN, S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100.00% 100.00% | |||
| (A) (F1) PRODIGIOS INTERACTIVOS, S.A. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 53.98% | 46.02% | 100.00% | |
| (A) (F1) RENÉ EGLI, S.L.U. | Playa La Barca, Pájara (Las Palmas de G.Canaria) | Spain | 100.00% | 100.00% | ||
| (F1) SECURISOL, S. A. | Avda.Notario Alemany s/n Hotel Barbados (Calviá) | Spain | 100.00% | 100.00% | ||
| (A) | SEGUNDA FASE CORP. | Carretera 3, Intersecc. 955 (Rio Grande) | Puerto Rico | 100.00% 100.00% | ||
| (A) | SERVICIOS ARTEMISA, S.A.de C.V. | Boulevard Kukulkan Km 12 (Cancún) | Mexico | 100.00% 100.00% | ||
| (A) | SERVICIOS INTEGRALES DE PERSONAL IRIS, S.A.de C.V. Paseo de la Marina Sur (Puerto Vallarta) | Mexico | 100.00% 100.00% | |||
| (A) | SERVICIOS PERSONALES ORFEO, S.A.de C.V. | Boulevard Kukulkan Km 16,5 (Cancún) | Mexico | 100.00% 100.00% | ||
| (A) | SERVICIOS PITEO, S.A.de C.V. | Avda Tulum 200, Sm 4 (B.Juarez) | Mexico | 100.00% 100.00% | ||
| SOL CARIBE TOURS, S. A. | Vía Grecia - Edif. Alamanda 6B (Panamá) | Panama | 100.00% 100.00% | |||
| SOL GROUP CORPORATION | 800 Brickell Avenue Suite 1000 (Miami) | USA | 100.00% 100.00% | |||
| (F1) SOL MELIÁ EUROPE, B. V. | Strawinskylaan 915 WTC, Toren A,1077 XX (Amsterdam) | Holland | 100.00% | 100.00% | ||
| SOL MELIÁ FUNDING | Regatta Office Park West Bay Road P.O.Box 31106 | Cayman Islands | 100.00% 100.00% | |||
| (A) | SMVC DOMINICANA, S.A. | Lope de Vega, 4 (Santo Domingo) | Dominican Rep. | 100.00% 100.00% | ||
| (F1) SMVC ESPAÑA S.L. | Mauricio Legendre,16 (Madrid) | Spain | 100.00% 100.00% | |||
| (A) | SMVC MÉXICO, S.A de C.V. | Boluevard Kukulkan (Cancún) | Mexico | 100.00% 100.00% | ||
| SMVC PANAMÁ S.A. | Antigua escuela las Américas, Lago Gatún | Panama | 100.00% 100.00% | |||
| (F1) SMV NETWORK ESPAÑA, S.L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100.00% 100.00% | |||
| VACATION CLUB SERVICES INC. | Bickell Avenue, 800 (Miami) | USA | 100.00% 100.00% | |||
| HOLDING COMPANIES | REGISTERED OFFICE | COUNTRY | P.DIR | P.IND | TOTAL | |
| (A) (F2) CADSTAR FRANCE, S.A.S. | 12, Rue du Mont Thabor (Paris) | France | 100.00% 100.00% | |||
| (F1) DESARROLLOS HOTELEROS SAN JUAN EXHOLD, S. L. | Sarria, 50, 08029 Barcelona | Spain | 99.69% | 99.69% | ||
| (F1) DOMINICAN INVESTMENTS, S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 99.69% | 99.69% | ||
| (F1) DOMINICAN MARKETING SERVICES, S.L.U. | ||||||
| Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 65.73% | ||||
| 33.96% | 99.69% | |||||
| (F1) EXPAMIHSO SPAIN. S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100.00% | 100.00% | ||
| (F1) FARANDOLE, B. V. | Strawinskylaan, 915 WTC (Amsterdam) | Holland | 99.69% | 99.69% | ||
| (F1) HOTEL ROOM MANAGEMENT, S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 99.69% | 99.69% | ||
| (F1) HOTELES SOL MELIÁ, S. L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100.00% | 100.00% | ||
| (F1) IMPULSE HOTEL DEVELOPMENT B.V. | Strawinskylaan 915 WTC, Toren A,1077 XX (Amsterdam) | Holland | 100.00% | 100.00% | ||
| (F1) INVERS. HOTELERAS LOS CABOS, S.A.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 99.69% | 99.69% | ||
| INVERS. TURIST. DEL CARIBE, S. A. | Lope de Vega, 4 (Santo Domingo) | Dominican Rep. | 100.00% | 100.00% | ||
| MELIÁ HOTELS INTERNAT. UK LIMITED | Albany Street , Regents Park, London NW1 3UP | Great Britain | 100.00% | 100.00% | ||
| (F1) MIA EXHOL, S. A. | Sarria, 50, 08029 Barcelona | España | 82.26% | |||
| 17.43% | 99.69% | |||||
| (F1) NEALE EXPA SPAIN, S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 99.69% | 99.69% | ||
| (F1) PUNTA CANA RESERVATIONS, S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100.00% | 100.00% | ||
| (F1) SAN JUAN INVESTMENTS EXHOLD, S. L. | Sarria, 50, 08029 Barcelona | Spain | 99.69% | 99.69% | ||
| (F1) SOL GROUP, B. V. | Strawinskylaan 915 WTC, Toren A,1077 XX (Amsterdam) | Holland | 100.00% | 100.00% | ||
| (A) (F2) SOL MELIÁ FRANCE, S.A.S. | 20 Rue du Sentier (Paris) | France | 100.00% | 100.00% | ||
| (F1) SM INVESTMENT EXHOL, S. L. | Sarria, 50, 08029 Barcelona | Spain | 100.00% | 100.00% | ||
| SOL MELIA VACATION CLUB LLC. | Bickell Avenue, 800 (Miami) | USA | 100.00% 100.00% | |||
| DORMANT COMPANIES | REGISTERED OFFICE | COUNTRY | P.DIR | P.IND | TOTAL | |
| (F1) ADRIMELCO INVERSIONES, S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100.00% | 100.00% | ||
| BEDBANK TRADING, S.A. | Rue St.Pierre, 6A (Fribourg) | Switzerland | 100.00% | 100.00% | ||
| (A) | CASINO PARADISUS, S. A. | Playas de Bavaro (Higuey) | Dominican Rep. | 49.85% | 49.85% | |
| COMP. TUNISIENNE GEST. HOTELIÉRE | 18 Boulevard Khézama nº 44, 4051 Sousse (Tunisia) | Tunisia | 100.00% 100.00% | |||
| (A) | DESARROLLADORA DEL NORTE, S. en C. | PMB 223, PO Box 43006, (Rio Grande) | Puerto Rico | 49.85% | ||
| 49.85% | 99.69% | |||||
| (F1) GEST.HOT.TURISTICA MESOL | Gremio Toneleros, 42 (Palma de Mallorca) | Spain | 100.00% | 100.00% | ||
| (F1) GONPONS INVERSIONES, S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100.00% | 100.00% | ||
| (F1) HOTELES MELIÁ, S. L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100.00% | 100.00% | ||
| (F1) HOTELES PARADISUS, S. L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100.00% | 100.00% | ||
| (F1) HOTELES SOL, S. L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100.00% | 100.00% | ||
| INVERSIONES INVERMONT, S. A. | Av. Venezuela, Edif. T. América (Caracas) | Venezuela | 100.00% 100.00% | |||
| (A) | SMVC PUERTO RICO | Sector Coco Beach, 200 Carretera 968 (Río Grande) | P.Rico | 100.00% | 100.00% | |
| SOL MELIA JAMAICA, LTD. | 21, East Street (Kingston CSO) | Jamaica | 100.00% | 100.00% | ||
| SOL MELIÁ MARROC, S.A.R.L. | Rue Idriss Al-Abkar, 4 - 1º Etage | Morocco | 100.00% 100.00% | |||
| (A) | SOL MELIÁ SERVICES, S. A. | Rue de Chantemerle (Friburgo) | Suiza | 100.00% 100.00% | ||
| (F1) THIRD PROJECT 2012, S. L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100.00% | 100.00% | ||
| YAGODA INVERSIONES, S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 50.00% | 50.00% |
(A) Audited companies
(F1) Companies included in consolidated tax group with Meliá Hotels International, S.A.
(F2) Companies included in consolidated tax group with Sol Melia France, S.A.S.
(F7) Companies included in consolidated tax group with Inextur, S.A.
(F9) Companies included in consolidated tax group with nmotel Inversiones Italia S.r.l.
| COMPANIES OPERATING HOTELS | REGISTERED OFFICE | COUNTRY DIR.HOLD. IND.HOLD. TOTAL | ||||
|---|---|---|---|---|---|---|
| (A) | COM. PROP. APARTOTEL MELIÁ CASTILLA (*) | Capitán Haya, 43 (Madrid) | Spain | 31.77% | ||
| 0.09% | 31.86% | |||||
| C.P.APARTOTEL M.COSTA DEL SOL (*) | Paseo Marítimo 11 (Torremolinos) | Spain | 2.79% | |||
| 18.75% | 21.54% | |||||
| DETUR PANAMÁ S. A. | Antigua Escuela Las Américas (Colón) | Panama | 32.72% | 17.21% | 49.93% | |
| (A) | (F3) STARMEL HOTELS OP, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 30.00% | 30.00% | |
| MELIÁ ZARAGOZA S.L. | Avenida César Augusto, 13 (Zaragoza) | Spain | 50.00% | 50.00% | ||
| (A) | NEXPROM, S. A. (JV) | Avda. del Lido s/n (Torremolinos) | Spain | 17.50% | ||
| 2.50% | 20.00% | |||||
| PLAZA PUERTA DEL MAR, S.A. | Plaza Puerta del Mar, 3 (Alicante) | Spain | 12.30% | |||
| 7.81% | 20.11% | |||||
| (A) (A) |
(F5) PRODUCCIONES DE PARQUES, S.L. (JV) (F4) STARMEL HOTELS OP 2, S.L. (JV) |
Avda. P.Vaquer Ramis , s/n (Calviá) Gremio Toneleros, 24 (Palma de Mallorca) |
Spain Spain |
50.00% | 20.00% | 50.00% 20.00% |
| (A) | (F5) TERTIAN XXI, S.L.U. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 50.00% | 50.00% | |
| TURISMO DE INVIERNO, S.A. | Plaza Pradollano, s/n Sierra Nevada (Granada) | Spain | 21.42% | 21.42% | ||
| HOTEL OWNER COMPANIES | REGISTERED OFFICE | COUNTRY DIR.HOLD. IND.HOLD. TOTAL | ||||
| (A) | (F7) ALTAVISTA HOTELERA, S.L. | Avda. Pere IV, 272 (Barcelona) | Spain | 7.55% | ||
| 41.19% | 48.74% | |||||
| EL RECREO PLAZA & CIA., C.A. (JV) | Avda.Fco.de Miranda Torre Oeste,15 Of.15(Caracas) Venezuela | 1.00% | ||||
| 18.94% | 19.94% | |||||
| (A) | (F6) EVERTMEL, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 49.00% | 49.00% | |
| (A) (A) |
FOURTH PROJECT 2012, S.L. (F4) FUERTEVENTURA BEACH PROPERTY, S.L. (JV) |
Gremio Toneleros, 24 (Palma de Mallorca) Gremio Toneleros, 24 (Palma de Mallorca) |
Spain Spain |
50.00% 20.00% |
50.00% 20.00% |
|
| MELIA HOTELS FLORIDA, LLC. (JV) | Brickell Avenue Suite 1000, 800 | USA | 50.00% | 50.00% | ||
| (F6) MONGAMENDA, S.L. (JV) | Alexandre Rosselló, 15 (Palma de Mallorca) | Spain | 49.00% | 49.00% | ||
| (A) | (F3) PALMANOVA BEACH PROPERTY, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 30.00% | 30.00% | |
| (A) | (F3) PUERTO DELCARMEN BEACH PROPERTY, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 30.00% | 30.00% | |
| (A) | (F3) SAN ANTONIO BEACH PROPERTY, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 30.00% | 30.00% | |
| (A) | (F4) SANTA EULALIA BEACH PROPERTY, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 20.00% | 20.00% | |
| (A) | (F3) TORREMOLINOS BEACH PROPERTY, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 30.00% | 30.00% | |
| (A) | (F8) PELÍCANOS PROPERTY, S.L.U. (JV) | C/ Recoletos 3, 1º (Madrid) | Spain | 50.00% | 50.00% | |
| (A) | (F8) BELLVER PROPERTY, S.L.U. (JV) | C/ Recoletos 3, 1º (Madrid) | Spain | 50.00% | 50.00% | |
| COMPANIES WITH SUNDRY ACTIVITIES | REGISTERED OFFICE | COUNTRY DIR.HOLD. IND.HOLD. TOTAL | ||||
| (F5) GOLF KATMANDU, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 50.00% | 50.00% | ||
| (A) | INVERSIONES GUIZA, S. A. | Avda. Lope de Vega, 4 (Sto. Domingo) | Dominican Rep. | 49.84% | 49.84% | |
| (F6) KIMEL MCA, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 49.00% | 49.00% | ||
| (A) | JAMAICA DEVCO S.L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 49.00% | 49.00% | |
| (A) | SIERRA PARIMA, S.A. | Avda. Barceló, s/n (Bávaro) | Rep.Dom. | 50.00% | 50.00% | |
| DORMANT COMPANIES HELLENIC HOTEL MANAGEMENT |
REGISTERED OFFICE Panepistimiou, 40 (Atenas) |
Greece | 40.00% | COUNTRY DIR.HOLD. IND.HOLD. TOTAL | 40.00% | |
| HOLDING COMPANIES | REGISTERED OFFICE | COUNTRY DIR.HOLD. IND.HOLD. TOTAL | ||||
| (A) | (F4) STARMEL HOTELS JV, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 20.00% | 20.00% | |
| EL RECREO PLAZA, C.A. (JV) | Avda.Fco.de Miranda Torre Oeste,15 Of.15(Caracas) Venezuela | 19.94% | 19.94% | |||
| MELIA HOTELS USA, LLC. (JV) | Brickell Avenue Suite 1000, 800 | USA | 50.00% | 50.00% | ||
| PROMEDRO, S. A. (JV) | Avda. del Lido s/n (Torremolinos) | Spain | 20.00% | 20.00% | ||
| (A) | (F3) RENASALA, S.L. (JV) | Zurbarán, 9 (Madrid) | Spain | 30.00% | 30.00% | |
| HOMASI, S.A. | C/ Cavanilles 15,Pl.baja (Madrid) | Spain | 34.99% | 34.99% | ||
| MOSAICO HOTELES, S. A. MOSAICO, B.V. |
C/ cavanilles, 15 - Bajo Madrid 28000 Nieuwe Uitleg, 34, Den Haag |
Spain Holand |
20.00% | 20.00% | 20.00% 20.00% |
|
(JV) Joint ventures
(F3) Companies included in consolidated tax group with Renasala, S.L.
(F4) Companies included in consolidated tax group with Starmel Hoteles JV, S.L.
(F5) Companies included in consolidated tax group with Producciones de Parques, S.L.
(F6) Companies included in consolidated tax group with Evertmel, S.L.
(F7) Companies included in consolidated tax group with Inextur, S.A.
(F8) Companies included in consolidated tax group with Grupo Melcom
(*) Shareholding in these companies is through the ownership of apartments representing 31.86% and 21.54%, respectively, and which are recognised under the heading Investment property.
The preparation of the Consolidated Management Report and Annual Accounts has been approved by the Board of Directors, in the meeting held on 26 February 2020, subject to verification by the Auditors and subsequent approval by the General Shareholders' Meeting.
The Consolidated Management Report and Annual Accounts are issued in 448 sheets, all of them signed by the Secretary, and being this last sheet signed by all Directors.
Chairman Director
Signed Mr. Gabriel Escarrer Juliá Signed Mrs. Cristina Henríquez de Luna Basagoiti
Vice-Chairman and Chief Executive Officer Director
Signed Mr. Gabriel Escarrer Jaume Signed Mr. Sebastián Escarrer Jaume
Signed Mr. Juan Arena de la Mora Signed Hoteles Mallorquines Consolidados, S.L. Director (Represented by Mrs. María Antonia Escarrer Jaume) Director
Director Director
Signed Mr. Fernando d'Ornellas Silva Signed Mr. Francisco Javier Campo García
Signed Hoteles Mallorquines Asociados, S.L. Signed Mrs. Carina Szpilka Lázaro (Represented by Mr. Alfredo Pastor Bodmer) Director
Director
Signed Mr. Luis Mª Díaz de Bustamante y Terminel Secretary and Director









Independent limited assurance report on the Non-Financial Information included in the 2019 Consolidated Management Report of Meliá Hotels International, S.A. and its Subsidiaries February 26 th , 2020
Translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.
Deloitte, S.L. Avda. Comte de Sallent, 3 07003, Palma de Mallorca España
Tel: +34 971 71 97 27 Fax: +34 971 71 00 98 www.deloitte.es
Translation of a report originally issued in Spanish. In the event of a discrepancy, the Spanish-language version prevails.
To the Shareholders of Meliá Hotels International, S.A.:
In accordance with Article 49 of the Spanish Commercial Code, we have performed the verification, with a scope of limited assurance, of the non-financial information identified in the tables "GRI indicators" and "Content of Non-Financial Statement" (NFIS onwards) included in the 2019 Consolidated Management Report (CMR onwards) of Meliá Hotels International S.A. and its subsidiaries (Meliá onwards), for the year ended 31 December 2019.
The CMR includes information, additional to that required by current Spanish corporate legislation relating to non-financial reporting and by the Global Reporting Initiative Standards for sustainability reporting in their core option ("GRI standards"), that was not the subject matter of our verification. In this regard, our work was limited solely to verification of the information identified in the tables of the Annexes of the CMR "GRI Indicators" and the table of "Content of the Non-Financial Reporting Statement".
The preparation and content of Meliá's CMR are the responsibility of the Board of Directors of Meliá Hotels International, S.A. The NFIS included in the CMR was prepared in accordance with the content specified in current Spanish corporate legislation, with GRI standards in their core option, and with other criteria described as indicated for each matter in the table of "Content of the Non-Financial Reporting Statement" in the Annexes to the CMR.
These responsibilities of the Board of Directors also include the design, implementation and maintenance of such internal control as is determined to be necessary to enable the CMR and the NFIS to be free from material misstatement, whether due to fraud or error.
The Directors and the Management of Meliá are also responsible for defining, implementing, adapting and maintaining the management systems from which the information necessary for the preparation of the CMR and the NFIS is obtained.
We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants (IESBA), which is based on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.
Our firm applies International Standard on Quality Control 1 (ISQC 1) and, accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
Our engagement team consisted of professionals who are experts in reviews of non-financial information and, specifically, in information about economic, social and environmental performance.
Our responsibility is to express our conclusions in an independent limited assurance report based on the work performed. Our report refers exclusively to 2019. The verifications of the non-financial statement in previous years was carried out by a different assurer.
We conducted our review in accordance with the requirements established in International Standard on Assurance Engagements (ISAE) 3000 Revised, Assurance Engagements other than Audits or Reviews of Historical Financial Information, currently in force, issued by the International Auditing and Assurance Standards Board (IAASB) of the International Federation of Accountants (IFAC), and with the guidelines published by the Spanish Institute of Certified Public Accountants on attestation engagements on regarding non-financial information statements.
The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for a reasonable assurance engagement and, consequently, the level of assurance provided is also lower.
Our work consisted in requesting information from management and the various units of Meliá that participated in the preparation of the CMR, reviewing the processes used to compile and validate the information presented in the CMR, and carrying out the following analytical procedures and samplebased review tests:
Based on the procedures performed and the evidence obtained, no matters have come to our attention that causes us to believe that:
A) The non-financial data included in the table "GRI Indicators" of 2019 CMR's Annexes corresponding to the year ended 31 December 2019 has not been prepared, in all material respects, in accordance with the GRI standards in their core option.
B) Melia's NFIS for the year ended 31 December 2019 was not prepared, in all material respects, in accordance with the content specified in current Spanish corporate legislation and in keeping with the criteria of the selected GRI standards, as well as other criteria described as indicated for each matter in the table of "Content of the Non-Financial Reporting Statement" in the Annexes to the CMR.
The calculation of greenhouse gas emissions (GHG) of scope 3 and the estimation of waste, given its nature, are subject to uncertainty, having been performed according to the methodology and assumptions specified in the CMR and in accordance with the available information. A change in the parameters used in the estimation could impact the total amount of emissions and the carbon footprint presented.
This report has been prepared in response to the requirements established by the commercial regulations in force in Spain, so it may not be suitable for other purposes and jurisdictions.
DELOITTE, S.L.
Helena Redondo February 26th 2020




| Balance Sheet at the End of 2019 | 3 |
|---|---|
| Income Statement for the Year Ended 31/12/2019 | 5 |
| Statement of Changes in Net Equ ity for the Year Ended 31/12 /2019 | 6 |
| Note 1.Company 's Activ ity | 8 |
| Note 3. Allocation of Results | 13 |
| Note 4. Recognition and Mea surement Standards | 14 |
| Note 5. Financial Risk Management Policies | 26 |
| Note 6. Intangible Assets | 30 |
| Note 7. Pr operty , Plant and Equipment | 32 |
| Note 8. Inv estment Property | 35 |
| Note 9. Financial In struments | 36 |
| Note 10. Current Assets | 44 |
| Note 11. Net Equity | 46 |
| Note 12. Prov ision s and Contingencies | 50 |
| Note 13.Trade Creditor s and Other Pay ables | 53 |
| Note 14. Tax Situation | 54 |
| Note 15. Segment Reporting | 63 |
| Note 16. Income and Expenses | 64 |
| Note 17. Transaction s with Related Parties | 68 |
| Note 18. Other information | 74 |
| Note 19. Ev ents after the Reporting Date | 76 |
| Annex I | 77 |
| 1. | Situation of the Entity | 85 |
|---|---|---|
| 2. | Per formance | 89 |
| 3. | Env ir onmental & Social Performance | 93 |
| 4. | Risk Management | 97 |
| 5. | Dig ital Transformation | 101 |
| 6. | Other Information | 103 |
| 7. | Annual Corporate Gov ernance Report | 105 |
| (thousand €) | ASSETS | Notes | 31/12/2019 | 31/12/2018 |
|---|---|---|---|---|
| A | NON-CURRENT ASSETS | 2.026.241 | 2.070.276 | |
| I | Intangible assets | 6 | 40.230 | 32.768 |
| 1 Patents, licences, trademarks and similar rights |
47 | 54 | ||
| 2 Software |
27.595 | 26.728 | ||
| 3 Other intangible assets |
12.588 | 5.986 | ||
| II | Property, plant and equipment | 7 | 468.719 | 485.973 |
| 1 Land and buildings |
389.805 | 385.828 | ||
| 2 Plant and other fixed assets |
78.801 | 100.145 | ||
| 3 Fixed assets under construction and advances |
113 | |||
| III | Investment property | 8 | 17.293 | 17.691 |
| 1 Land |
229 | 229 | ||
| 2 Buildings |
17.064 | 17.462 | ||
| IV | Long-term investments in group companies and associates | 9.1 | 1.414.608 | 1.433.138 |
| 1 Equity instruments |
1.013.652 | 1.016.724 | ||
| 2 Loans to companies |
17 | 400.956 | 416.414 | |
| V | Long-term financial investments | 9.1 | 26.526 | 35.634 |
| 1 Equity instruments |
4.027 | 4.003 | ||
| 2 Loans to companies |
12.819 | 22.399 | ||
| 3 Other financial assets |
9.680 | 9.232 | ||
| VI Deferred tax assets | 14 | 58.865 | 65.072 | |
| B | CURRENT ASSETS | 418.985 | 347.976 | |
| I | Inventories | 10.1 | 4.497 | 4.404 |
| 1 Trade |
168 | 161 | ||
| 2 Raw materials and other supplies |
3.972 | 4.024 | ||
| 3 Advances to suppliers |
357 | 219 | ||
| II | Trade and other receivables | 10.2 | 90.883 | 92.418 |
| 1 Trade receivables for sales and services |
16.895 | 20.460 | ||
| 2 Trade receivables, group companies and associates |
17 | 50.667 | 50.026 | |
| 3 Sundry debtors |
2.761 | 5.735 | ||
| 4 Staff |
91 | 156 | ||
| 5 Current tax assets |
14 | 15.212 | 11.758 | |
| 6 Other receivables from Public Administrations |
14 | 5.257 | 4.283 | |
| III | Short-term investments in group companies and associates | 9.1, 17 | 162.070 | 123.153 |
| 1 Loans to companies |
37.025 | 29.712 | ||
| 2 Other financial assets |
125.045 | 93.441 | ||
| IV | Short-term financial investments | 9.1 | 15.224 | 23.670 |
| 1 Equity instruments |
403 | 103 | ||
| 2 Loans to companies |
2.410 | 9.315 | ||
| 3 Other financial assets |
12.411 | 14.252 | ||
| V | Short-term accruals and deferrals | 2.060 | 2.209 | |
| VI Cash and other cash equivalents | 10.3 | 144.251 | 102.122 | |
| 1 Cash |
143.835 | 98.379 | ||
| 2 Other cash equivalents |
416 | 3.743 | ||
| TOTAL ASSETS | 2.445.226 | 2.418.252 |
Notes 1 to 19 described in the attached notes to the accounts are an integral part of the balance sheet as at 31 December 2019.
| (thousand €) | EQUITY AND LIABILITIES | Notes | 31/12/2019 | 31/12/2018 | |
|---|---|---|---|---|---|
| A | NET EQUITY | 872.133 | 905.770 | ||
| I | Equity | 11.1 | 873.669 | 906.850 | |
| 1 Capital |
45.940 | 45.940 | |||
| 2 | Share premium | 1.107.135 | 1.119.301 | ||
| 3 Reserves |
332.332 | 322.800 | |||
| 4 | Treasury stock and shares | (28.191) | (16.025) | ||
| 5 | Prior-year results (profit/loss) | (606.871) | (643.269) | ||
| 6 | Result (profit/loss) for the fiscal year | 3 | 23.324 | 78.103 | |
| II | Measurement adjustments | 11.2 | (2.558) | (2.148) | |
| 1 | Hedging operations | (2.558) | (2.148) | ||
| III | Grants, donations and bequests received | 11.3 | 1.022 | 1.068 | |
| B | NON-CURRENT LIABILITIES | 1.193.089 | 1.078.397 | ||
| I | Long-term provisions | 12 | 68.212 | 61.800 | |
| 1 | Long-term employee benefit liabilities | 7.934 | 7.364 | ||
| 2 | Other provisions | 60.278 | 54.436 | ||
| II | Long-term payables | 9.2 | 574.484 | 531.197 | |
| 1 | Bonds and other negotiable securities | 29.665 | 29.750 | ||
| 2 Bank loans |
540.450 | 497.875 | |||
| 3 Derivatives |
2.690 | 2.848 | |||
| 4 | Other financial liabilities | 1.679 | 724 | ||
| III | Long-term payables to group companies and associates | 9.2, 17 | 491.786 | 436.012 | |
| IV | Deferred tax liabilities | 14 | 58.414 | 48.430 | |
| V | Long-term accruals and deferrals | 193 | 958 | ||
| C | CURRENT LIABILITIES | 380.004 | 434.085 | ||
| I | Short-term payables | 9.2 | 108.257 | 186.516 | |
| 1 | Bonds and other negotiable securities | 117 | 51.470 | ||
| 2 Bank Loans |
68.380 | 85.676 | |||
| 3 Derivatives |
2.214 | 2.428 | |||
| 4 | Other financial liabilities | 37.546 | 46.942 | ||
| II | Short-term payables to group companies and associates | 9.2, 17 | 135.917 | 113.804 | |
| III | Trade creditors and other payables | 13 | 135.527 | 133.517 | |
| 1 Suppliers |
12.329 | 10.223 | |||
| 2 | Suppliers, group companies and associates | 17.2 | 14.491 | 6.070 | |
| 3 | Sundry creditors | 51.173 | 47.132 | ||
| 4 | Accrued wages and salaries | 23.647 | 30.323 | ||
| 5 | Other payables to Public Administrations | 14 | 12.938 | 11.274 | |
| 6 | Prepayments from customers | 20.949 | 28.495 | ||
| IV | Short-term accruals and deferrals | 303 | 248 | ||
| TOTAL NET EQUITY AND LIABILITIES | 2.445.226 | 2.418.252 |
Notes 1 to 19 described in the attached notes to the accounts are an integral part of the balance sheet as at 31 December 2019.
| (thousand €) | Notes | 2019 | 2018 | |
|---|---|---|---|---|
| A | CONTINUED OPERATIONS | |||
| 1 | Net revenues | 16.1 | 623.652 | 615.461 |
| a Sales |
545.073 | 529.269 | ||
| b Provision of services |
78.579 | 86.192 | ||
| 2 | In-house work on assets | 543 | 332 | |
| 3 | Supplies | 16.2 | (43.954) | (42.151) |
| a Consumption of goods |
2.281 | 3.520 | ||
| b Consumption of raw materials and other consumables |
(46.235) | (45.671) | ||
| 4 | Other operating income | 16.1 | 32.862 | 23.654 |
| a Non-core and other current operating income |
32.542 | 23.207 | ||
| b Operating grants included in profit/(loss) for the year |
320 | 447 | ||
| 5 | Staff costs | 16.3 | (212.300) | (213.476) |
| a Wages, salaries and similar items |
(164.562) | (165.726) | ||
| b Social charges |
(47.738) | (47.750) | ||
| 6 | Other operating costs | 16.4 | (352.150) | (340.063) |
| a External services |
(332.882) | (315.744) | ||
| b Tax |
(9.585) | (11.656) | ||
| c Losses on, impairment of and change in trade provisions |
(2.102) | (1.600) | ||
| d Other current operating expenses |
(7.581) | (11.063) | ||
| 7 | Depreciation | 6, 7, 8 | (54.270) | (39.824) |
| 8 | Allocation of grants for non-financial fixed assets and other grants | 11.3 | 62 | 62 |
| 9 | Impairment and profit/(loss) on disposal of fixed assets | (1) | (3.002) | |
| a Impairment and losses |
(2.949) | |||
| b Profit/(loss) on disposals and other disposals |
(1) | (53) | ||
| A.1 OPERATING INCOME |
(5.556) | 993 | ||
| 10 Financial income | 16.5 | 62.931 | 131.276 | |
| a From equity interests |
45.381 | 115.505 | ||
| b From negotiable securities and other equity instruments |
17.550 | 15.771 | ||
| 11 Financial expenses | 16.5 | (35.039) | (31.599) | |
| a On payables to group companies and associates |
(13.459) | (11.291) | ||
| b On payables to third parties |
(21.580) | (20.308) | ||
| 12 Change in fair value of financial instruments | (598) | (836) | ||
| a Trading portfolio and other financial instruments |
(598) | (836) | ||
| 13 Exchange differences | 16.6 | 3.213 | (31.271) | |
| 14 Impairment and profit/(loss) on disposals of financial instruments | 1.595 | (6.694) | ||
| a Impairment and losses |
9.1 | 866 | (6.812) | |
| b Profit/(loss) on disposals and other disposals |
729 | 118 | ||
| A.2 NET FINANCIAL INCOME (EXPENSE) |
32.102 | 60.876 | ||
| A.3 NET INCOME BEFORE TAX |
26.546 | 61.869 | ||
| 15 Income tax | 14 | (3.222) | 16.234 | |
| A.4 PROFIT/(LOSS) FOR THE YEAR FROM CONTINUED OPERATIONS |
23.324 | 78.103 | ||
| A.5 PROFIT/(LOSS) FOR THE YEAR |
23.324 | 78.103 |
Notes 1 to 19 described in the attached notes to the accounts are an integral part of the i ncome statement as at 31 December 2019.
| (thousand €) | Notes | 2019 | 2018 |
|---|---|---|---|
| A) Income statement results | 23.324 | 78.103 | |
| Income and expenses directly attributed to net equity | |||
| I On cash flow hedges | 9 | (1.372) | (1.287) |
| II Actuarial gains and losses and other adjustments | 12 | (1.336) | (1.857) |
| III Tax effect | 14 | 677 | 786 |
| B) Total income and expenses directly attributed to net equity | (2.031) | (2.358) | |
| Transfers to income statement | |||
| IV On cash flow hedges | 9 | 825 | 694 |
| V Grants, donations and bequests received | 11 | (62) | (62) |
| VI Tax effect | 14 | (191) | (158) |
| C) Total transfers to income statement | 572 | 474 | |
| Total recognised income and expenses | 21.865 | 76.219 |
| (thousand €) | Notes | Share capital |
Share premium |
Reserves | Treasury shares |
Prior-year profit/ (loss) |
Profit/ (loss) for the fiscal year |
Measur. adjust. |
Grants, donations and bequests received |
Total |
|---|---|---|---|---|---|---|---|---|---|---|
| A) BALANCE AT THE END OF YEAR 2017 | 45.940 | 1.120.303 282.129 | (15.023) | (643.269) | 77.024 | (1.704) | 1.115 | 866.516 | ||
| B) ADJUSTED BALANCE, BEGINNING OF THE YEAR 2018 | 45.940 | 1.120.303 282.129 | (15.023) | (643.269) | 77.024 | (1.704) | 1.115 | 866.516 | ||
| I. Total recognised income and expenses | (1.393) | 78.103 | (445) | (47) | 76.219 | |||||
| II. Operations with shareholders or owners | (1.002) | (34.961) | (1.002) | (36.965) | ||||||
| 1. (-) Distribution of dividends | (38.324) | (38.324) | ||||||||
| 2. Operations with treasury shares | (1.002) | 1.002 | (1.002) | (1.002) | ||||||
| 3. Other operations with shareholders or | 2.361 | 2.361 | ||||||||
| owners | ||||||||||
| III. Other changes in net equity | 77.024 | (77.024) | ||||||||
| C) BALANCE AT THE END OF YEAR 2018 | 45.940 | 1.119.301 322.800 | (16.025) | (643.269) | 78.103 | (2.148) | 1.068 | 905.770 | ||
| D) ADJUSTED BALANCE, BEGINNING OF YEAR 2019 | 45.940 | 1.119.301 322.800 | (16.025) | (643.269) | 78.103 | (2.148) | 1.068 | 905.770 | ||
| I. Total recognised income and expenses | (1.002) | 23.324 | (410) | (47) | 21.865 | |||||
| II. Operations with shareholders or owners | (12.166) | 10.534 | (12.166) | (41.705) | (55.503) | |||||
| 1. (-) Distribution of dividends | 3 | (41.705) | (41.705) | |||||||
| 2. Operations with treasury shares | 11.1 | (12.166) | 12.166 | (12.166) | (12.166) | |||||
| 3. Other operations with shareholders or | (1.632) | (1.632) | ||||||||
| owners | ||||||||||
| III. Other changes in net equity | 36.398 | (36.398) | ||||||||
| E) BALANCE AT THE END OF YEAR 2019 | 45.940 | 1.107.135 332.332 | (28.191) | (606.871) | 23.324 | (2.558) | 1.022 | 872.133 |
Notes 1 to 19 described in the attached notes to the accounts are an integral part of the statement of changes in net equity as at 31 December 2019.
| Cash Flow Statement for the Year Ended 31/12/2019 | |||
|---|---|---|---|
| A) OPERATING ACTIVIES CASH FLOW 1. Result (profit/loss) for the fiscal year before taxes 26.546 61.869 2. Result adjustments 32.579 (9.699) a) Depreciation 6, 7, 8 54.270 30.354 b) Value adjustments for impairment 9.1,10.2 1.236 20.931 c) Change in provisions 5.508 10.625 d) Allocation of grants 11.3 (62) (62) e) Profit/loss on disposal of fixed assets 1 53 f) Profit/loss on disposal of financial instruments 9 (728) (118) g) Financial income 16.5 (62.931) (131.276) h) Financial expenses 16.5 35.039 31.600 i) Exchange rate differences 1.882 29.967 j) Change in fair value of financial instruments 9 598 836 k) Other income and expenses 1.551 l) Profit/loss on asset management 16.1 (3.783) (2.608) 3. Changes in working capital 16.678 30.380 a) Inventories 10.1 (92) 1.870 b) Trade and other receivables 10.2 16.151 22.151 c) Other current assets 10.3 149 466 d) Creditors and other payables 13 1.516 (643) e) Other current liabilities (1) f) Other non-current assets and liabilities (1.046) 6.536 4. Other cash flows from operating activities (3.062) 43.693 a) Interest paid (21.999) (20.519) b) Dividends received 14.258 43.658 c) Interest received 1.733 861 d) Collections (payments) on income tax (936) 16.024 e) Collections (payments) on asset management 3.883 3.669 5. Cash flows from operating activities (+/-1+/-2+/-3+/-4) 72.741 126.243 B) CASH FLOWS FROM INVESTMENT 6. Payments on investments (116.814) (324.702) a) Group companies and associates 9.1 (47.991) (229.080) b) Intangible assets (12.609) (17.250) c) Property, plant and equipment (38.538) (54.131) d) Investment property 8 (204) (271) e) Other financial assets 9 (17.472) (23.970) 7. Collections on divestments 76.472 186.880 a) Group companies and associates 9.1 30.743 102.371 b) Property, plant and equipment 7 12.939 56.070 c) Other financial assets 9 32.790 28.440 8. Cash flows from investment (7-6) (40.342) (137.822) C) CASH FLOWS FROM FINANCING 9. Collections and payments on equity instruments (12.166) (1.002) a) Acquisition of own equity instruments 11.1 (12.166) (1.002) 10.Collections and payments on financial liability instruments 65.233 96.630 a) Issuance 516.095 509.532 1. Bonds and other negotiable securities 9.2 239.400 157.570 2. Bank loans 9.2 183.021 184.375 3. Payables to group companies and associates 17 91.039 167.587 4. Other payables 2.636 b) Redemption and repayment of (450.862) (412.902) 1. Bonds and other negotiable securities 9.2 (290.800) (147.940) 2. Bank loans 9.2 (160.062) (264.962) 11.Payments on dividends and remuneration of other equity instruments (41.705) (38.323) a) Dividends 3 (41.705) (38.323) 12.Cash flows from financing (+/-9+/-10+/-11) 11.363 57.305 D) EFFECT OF CHANGES IN EXCHANGE RATES (1.632) 2.361 E) NET INCREASE / DECREASE IN CASH AND CASH EQUIVALENTS (+/-5+/-8+/-12+/-D) 42.130 48.087 F) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 102.121 54.035 |
(thousand €) | Notes | 2019 | 2018 |
|---|---|---|---|---|
| G) CASH AND CASH EQUIVALENTS AT THE YEAR-END 10 144.251 102.122 |
Notes 1 to 19 described in the attached notes to the accounts are an integral part of the cash flow statement as at 31 December 2019.
MELIÁ HOTELS INTERNATIONAL, S.A (hereinafter, the "Company") is a public limited company that was legally incorporated in Madrid on 24 June 1986, under the regis tered name of Investman, S.A. The change to its current name, Meliá Hotels International, S.A., was approved on 1 June 2011. In 1998, the Company moved its registered address to Calle Gremio de Toneleros, 24, Palma de Mallorca [Spain].
MELIÁ HOTELS INTERNATIONAL, S.A. is the controlling company of Meliá Hotels International Group (hereinafter, the "Group"). On 26 February 2020, as required by the Commercial Code, the Group's consolidated annual accounts as at 31 December 2019 are prepared, pursuant to the International Financial Reporting Standards (IFRS) published by the International Accounting Standard Board (IASB) and adopted by the European Union, which show a consolidated profit attributable to the controlling company in the amount of EUR 112.9 million and a consolidated net equity attributable to the controlling company in the amount of EUR 1,242.4 million.
The Company's business activity, which was incorporated for an indefinite period according to its bylaws, is as follows:
The activities comprising the corporate purpose may be developed by the Company, either totally or partially, directly or indirectly, through shareholdings or equity interests in companies having the same or similar corporate purpose.
In any event, all those activities that special laws reserve for companies which meet certain requirements that are not met by the Company, are expressly excluded from the corporate purpose; in particular, the activities that the law restricts to Collective Investment Institutions or to Stock Market intermediary firms are excluded.
With over 60 years of history, Meliá Hotels International has consolidated its international presence with more than 326 hotels in more than 40 countries. With a solid experience in seven brands to attend the different demands of its customers, which asserts its leadership in vacation hotel industry and leisure, Meliá Hotels International aims to position itself amongst the world's leading hotel groups in the upper-medium segment, as well as to be recognised as a world leader in terms of excellence, responsibility and sustainability.
The figures on the balance sheet, the income statement, the statement of changes in net equity, the cash flow statement, and the accompanying notes to the accounts, are stated in thousands of Euro, rounded to thousands, except where otherwise indicated.
The 2019 annual accounts have been prepared on the basis of the accounting records of Meliá Hotels International, S.A., in conformity with the accounting principles and measurement bases regulated by Royal Decree 1514/2007, approving the General Accounting Plan and the rest of accounting legal provisions in force, as well as any amendments thereto by means of Royal Decree 1159/2010 and Royal Decree 602/2016; and fairly present the equity, financial position and results of operations of the Company, as well as the truthfulness of the flows included in the cash flow statement.
For comparison purposes, the annual accounts include the figures for year 2019 and for year 2018 of each of the items in the balance sheet, the income statement, the statement of changes in net equity, the cash flow statement and the notes to the annual accounts.
Directors have prepared the Company's annual accounts using judgements, estimates and assumptions which have an effect on the application of the accounting policies as well as on the balances of assets, liabilities, income and expenses and the breakdown of contingent assets and liabilities at the issuance date of these annual accounts.
Such estimates and assumptions are based on historical experience and other factors considered reasonable under the circumstances. The carrying amount of assets and liabilities, which is not readily apparent from other sources, has been established based on these estimates. The relevant estimates and assumptions are verified continuously; the effects of the verifications of accounting estimations are recognised prospectively. However, the uncertainty inherent in the estimates and assumptions could lead to results that may require an adjustment to the carrying amounts of assets and liabilities affected in future periods.
The estimates made are detailed, where appropriate, in each of the explanatory notes of the balance sheet captions. The estimates and judgement that have a significant impact and may involve adjustments in future years are set out below:
The calculation of income tax requires the interpretation of the tax legislation applicable to the Company. There are also several factors related mainly, but not exclusively, to changes in tax laws and changes in the interpretation of tax laws currently in force that require the use of estimates by the Company's Management. Such calculation is detailed in Note 14.
Deferred tax assets are recognised for all deductible temporary differences , tax loss carry forwards and unused tax credits, for which the Company probably will have future taxable profits which allow the application of these assets. Directors must carry out significant estimates to determine the amount of the deferred tax assets that can be recognised, by considering the amounts and the dates on which future taxable profits will be obtained and the reversal period of the taxable temporary differences.
The fair value of financial instruments that are not traded in an active market is determined using measurement techniques, as specified in Note 4.5.3. The Company uses a variety of methods and makes assumptions that are based mainly on market conditions at the balance sheet date. Most of these measurements are obtained from studies carried out by independent experts.
The cost of defined benefit pension plans is calculated using actuarial valuations. Actuarial valuations require the use of assumptions on discount rates, asset yields, salary increases, mortality tables and rotation, as well as the retirement age of employees with right to these benefits. These estimates are subject to significant uncertainties due to the long-term settlement of these plans.
These commitments have been valued by reputable independent experts using actuarial valuation techniques. Note 12.1 gives details of the assumptions used to calculate these commitments.
The Company must use its judgement significantly for the es timate of the amount of the provision for onerous contracts, since it depends on the projected cash flows deriving from those contracts, which mainly relate to lease agreements for hotel establishments.
The estimate of these future cash flows requires the application of assumptions on the percentage of occupation, the average room rate (ARR) and the evolution of the costs associated with the hotel operation, as well as the discount rate applied to update such flows.
The Company uses its expertise in operating and managing hotels to determine such assumptions and to make the relevant calculations, as described in Note 12.1.
The Company recognises a provision for accumulated losses in group companies, when the interest in such controlled entities is fully impaired. This provision is measured through a method similar to that used in measuring the impairment of equity instruments in group companies (see Note 4.5.1).
If the recoverable amount of the investment is restored, then the Company reverses the provision.
The annual accounts have been prepared in accordance with the generally accepted accounting principles and measurement standards as described in Note 4. All mandatory accounting principles having a significant effect on the preparation of these annual accounts have been applied.
The cash flow statement includes the cash movements during the fiscal year, calculated using the indirect method. The expressions used in the cash flow statements have the following meanings:
For the purposes of the Company's cash flow statement, cash and other cash equivalents include the items as defined above less the overdrafts demandable by the bank, if any.
Cash flows from operating activities comprise the capital gains derived from the asset rotation activity, whilst the net carrying amount of the assets disposed of is recognised under heading Investment activities.
The Board of Directors will propose to the General Shareholders' Meeting the approval of the allocation of income as follows:
| (thousand €) | 2019 | |
|---|---|---|
| Basis of distribution | ||
| Gains and losses (year's revenue) | 23.324 | |
| Allocation | ||
| To offset prior years' losses | 23.324 | |
| Total | 23.324 |
The Board of Directors will propose to the General Shareholders' Meeting the payment of a gross dividend of EUR 0.1475 per share, by using a maximum amount to be distributed of EUR 33.87 million charged to available reserves of the Company.
On 18 June 2019, the General Shareholders' Meeting approved to pay a gross dividend to its shareholders of EUR 0.1830 per share, for which the amount of EUR 41.7 million was made available and paid during the second half of 2019.
The accounting principles applied in relation to the different items are as follows:
Intangible assets relate to various software applications, as well as transfer rights, patents and licenses.
Software applications are valued at cost price and amortised using the straight-line method over their estimated useful life of 5 years. Software maintenance-related expenses are recognised as an expense when incurred. If expenses relate to tasks which involve an increase in capacity, productivity or useful life, these are added to the value of the asset.
The investments in technological innovation incurred by the Company in producing identifiable and unique software programmes controlled by the Company are included under this heading. In addition, these comply with the following conditions:
Transfer rights relate mainly to the acquisition costs of operating and management rights for various hotels and are amortised using the straight-line method over the term of the agreements related to these operating rights.
Patents, licences, brands and similar items include the amounts paid to acquire from third parties the ownership of, or the right to use, trademarks and patents. The amortisation of these items will depend on the expiration of the related agreements.
Property, plant and equipment is initially stated at cost, including additional expenses incurred to bring the assets into operating conditions, increasing their value according to legal revaluations and restatements, as described in Note 7, and deducting any accumulated depreciation and impairment losses, if any, according to the criterion mentioned in Note 4.4.
The repairs which do not extend the useful life of the assets and the maintenance expenses are charged directly to the profit and loss account. Costs that extend or improve the capacity, productivity or useful life of the assets, are capitalised as an increase in their value.
Works performed by the Company for its fixed assets are stated at the cost of the necessary goods and required services or at the cost of production of the goods produced by the Company and of the necessary staff time.
Glassware, chinaware, silverware, linen as well as supplies and fixtures are included under the heading Other property, plant and equipment in the heading Property, plant and equipment. These fixed assets are stated at the average cost as per the stocktaking carried out in the different establishments at the year end. Breakages and losses are recorded as Disposals.
Property, plant and equipment items are depreciated using the straight-line method over their estimated useful life. The estimate for 2019 and 2018 is as follows:
| Years | |
|---|---|
| Buildings | 50 |
| Plant | 18 |
| Machinery | 18 |
| Furniture | 15 |
| Fixtures | 8 |
| Software | 6 |
| Vehicles | 5 |
| Other fixed assets | 8 |
The useful life and residual value of property, plant and equipment are reviewed at each balance sheet date. Land is not subject to systematic depreciation since it is considered to have indefinite useful life, however it is subject to impairment tests.
The investments made by the Company to obtain rental income or capital gains and which generate cash flows independently of the other assets held by the Company, are recorded under this caption.
Property, plant and equipment criteria are used for the measurement and depreciation of investment properties.
At each year end, the Company assesses whether there is an indication that an asset may be impaired. If such indication exists, the Company estimates the asset's recoverable amount. Periodically, the Company obtains valuations made by independent experts of its owned hotel assets , which are operated by the Company or leased to third parties, as well as of certain hotels under lease.
In 2018, a valuation of the Group's owned assets was carried out. The valuation of the majority of such assets was conducted by the worldwide firm Jones Lang Lasalle Hotels, which specialises in hotel investment and consulting services. The valuation dated 30 July 2018 covered 60 owned assets, including 8 properties classified as Investment Property in the consolidated balance sheet. Additionally, the valuation also included 37 assets owned by associates and joint ventures.
When determining the value of the assets, the valuation criterion most used by Jones Lang LaSalle was the discounted cash flow, since hotel investments are generally valued according to the potential future income. In certain cases, other valuation methods were used, such as the comparables method or the residual value method. The latter method was mainly used to value plots and land. Regardless of the valuation criterion, the result of the valuation was checked by comparing it with other elements such as stable returns, price per room or the leveraged IRR.
At the end of the years in which such valuations are not obtained, the Company assesses whether there is an indication that its tangible assets may be impaired. If such indication exists, or when annual impairment test for an asset is required, the Company estimates the asset's recoverable amount on the basis of the methodology used in the last valuation carried out by the independent expert for the relevant asset or cash-generating unit. An asset's recoverable amount is the higher of an asset's fair value less costs to sell or cash-generating unit and value in use, and is determined individually for each asset, unless the asset does not generate cash inflows that are independent of those from other assets or groups of assets.
For owned hotels, the Company considers whether there is any indication that they have suffered an impairment loss mainly based on the operating result of the various cash-generating units, as well as observable external sources of information revealing that the value of the asset during the period has decreased more than expected as a consequence of the passage of time or its normal use, due to changes that may have occurred in the environment in which the hotel operates. In addition, other factors such as geo-political circumstances, economic situation or natural disasters that may affect the recoverable amount of such assets are taken into account.
In assessing value in use, the Company projects future cash flows by considering the budget approved by the governing bodies of the Company for 2020, and applying growth assumptions that are consistent with the market in which the asset operates and its historical performance for a period of 5 years and estimating a residual value according to a long-term growth rate not higher than the expected growth of the economy and the sector in which the asset operates. Estimated future cash flows are discounted using a discount rate before taxes which reflects changes in the value of money over time in the current market and the specific risks of the asset which have not been adjusted in the estimated future cash flows, mainly the risks of the business and the country in which the asset is located.
Where the carrying amount of an asset exceeds its recover able amount, the asset is considered impaired and its carrying value is reduced to its recoverable value.
An assessment is made each year end as to whether there is any indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was r ecognised. If this is the case, the carrying amount of the asset is increased to its recoverable amount. This increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in previous years. This reversal is recognised in the income statement for the year. After such reversal, the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic ba sis over its remaining useful life.
The Company has no financial assets included in the category of held-to-maturity investments.
Financial assets are classified into the following categories:
Upon initial recognition, they are recognised at fair value which, unless there is evidence to the contrary, is the transaction price, which is equal to the fair value of the consideration given plus directly attributable transaction costs. After initial recognition, they are measured at cost less, where appropriate, the accumulated amount of the measurement adjustments for impairment which is recognised in the income statement in the year in which it occurs.
Financial assets available for sale are those non-derivative financial assets that are designated as available-for-sale or which are not classified under other captions of financial assets. They relate in full to unlisted investments in equity instruments of companies in which the Company does not have control or significant influence.
Regarding the investments recognised under the heading Available-for-sale financial assets, since they are not listed in an active market, the equity of the investee company adjusted by any unrealised capital gains existing at the measurement date is taken into account, unless there is better evidence of the recoverable amount of the investment.
The investments available for sale do not have a market price of reference in an active market.
The changes in their fair value are recorded directly against net equity. Impairment is detailed in Note 4.5.1. f)
Short-term trading portfolio includes equity instruments listed in official markets; their market prices are used to determine the fair value of these investments.
The changes in their fair value are recorded in the income statement for the year.
Financial assets included in this category are initially measured at fair value and subsequently at amortised cost. Accrued interest is recognised in the income statement, using the effective interest rate method.
Nevertheless, credits from commercial operations with a due date not exceeding one year and which do not have a contractual interest rate, as well as advances to staff, dividends receivable and capital calls on equity instruments expected to be received at short term, are measured at face value, both at the initial and later measurement, when the effect of not adjusting the cash flows is not material.
Loans and receivables with a maturity of less than 12 months as of the balance sheet date are classified as current, and those with a maturity greater than 12 months are classified as non-current.
In the case of financial assets measured at amortised cost, the amount of impairment loss is equal to the difference between the carrying amount of the financial asset and the present value of the expected future cash flows, discounted at the effective interest rate existing at the time of the initial recognition of the asset. Particularly, trade receivables are shown at their face value in the balance sheet, by carrying out the corresponding measurement adjustments and providing, where appropriate, the relevant provisions based on the risk of insolvency, which are applied where the debt is deemed to be uncollectible.
Non-current guarantees and deposits are measured at amortised cost using the effective interest rate method. Current guarantees and deposits are not discounted.
The Company derecognises a transferred financial asset when it assigns all contractual rights to receive the cash flows generated by the asset or, even when retaining such rights, it assumes a contractual obligation to pay them to the assignees and the risks and rewards related to the ownership of the asset are substantially transferred.
Where the Company has transferred assets in which the risks and rewards related to the ownership of the financial asset are substantially retained, the transferred financial asset is not derecognised in the balance sheet and is recognised as a related financial liability for an amount equal to the consideration received, which is subsequently measured at amortised cost. The transferred financial asset continues to be measured according to the same criteria applied prior to the transfer. Both income from the transferred asset and the expenses of the related financial liability are recognised, without netting, in the income statement.
Investments in group companies, jointly controlled entities, and associates are measured at cost less, where appropriate, the accumulated amount of the measurement adjustments for impairment. Such adjustments are calculated as the difference between the carrying amount and the recoverable amount, the latter being the higher amount between the fair value less costs to sell and the present value of the future cash flows arising from the investment. Unless there is better evidence, the recoverable amount is based on the value of the equity of the investee, adjusted by the amount of the unrealised capital gains at the measurement date (including the goodwill, if any). Measurement adjustments for impairment and, where appropriate, their reversal, are recognised as income or expense, respectively, in the income statement.
The recoverable amount of receivables carried at amortised cost is calculated as the present value of estimated future cash flows, discounted at the original effective interest rate. Short-term investments are not recognised at their discounted value. The Company's accounting policy consists in making a provision for all the receivables relating to the hotel business overdue for more than one year, as well as for any balance pending for less than one year where there are reasonable doubts as to its recovery.
Financial liabilities are classified in the category debts and items payable, measured at amortised cost, or in the category financial liabilities, measured at fair value through profit or loss. In both cases, financial liabilities are initially recognised at fair value. Financial liabilities measured at amortised cost are adjusted for directly attributable transaction costs. All non-derivative financial liabilities of the Company are included within the category debts and items payable.
Debt issues are initially recognised at the fair value of the consideration received, less directly attributable transaction costs. They are subsequently measured at amortised cost applying the effective interest method. Bonds with a maturity exceeding twelve months are classified as non-current liabilities, while those with shorter maturity than that are included under current liabilities.
They are initially recorded at the amount received, net of transaction costs. After initial measurement, they are carried at amortised cost using the effective interest rate method.
This heading includes debts originated by the acquisition of assets financed by leasing contracts.
Financial liabilities included in this category are measured at amortised cost. Accrued interest is recognised in the income statement, using the effective interest rate method.
Financial liabilities are derecognised when all the risks are substantially transferred, and the liability that resulted in its recognition on the balance sheet is extinguished.
Derivative financial instruments are classified as financial assets or liabilities at fair value through profit or loss or as accounting hedges. In both cases, derivative financial instruments are initially recognised at fair value on the date on which they are arranged, and this fair value is regularly adjusted. Derivatives are carried as assets when the fair value is positive, and as liabilities when the fair value is negative.
The Company applies hedge accounting to those operations in which the hedge is expected to be highly effective; that is, when the changes in the fair value or in the cash flows of the items covered by the hedge are offset by the changes in the fair value or cash flows of the hedging instruments with an effectiveness comprised between 80% and 125%. In addition, at the inception of the hedge, the relationship between the hedged item and the derivative financial instrument designated for that purpose is formally documented.
The Company has various interest rate swaps classified as cash flow hedges. Changes in the fair value of these derivative financial instruments are reflected in net equity, under the heading Other measurement adjustments, being allocated by the part considered an effective hedge to the profit and loss account insofar as the item being hedged is also settled. The fair value is entered in the accounts according to the trade date.
The fair value of interest rate swaps is determined through the discounted cash flow measurement technique according to the characteristics of each contract, such as the face amount and the collection and payment schedule. The discount factors used to obtain said value are calculated based on the curve of the zero-coupon rates obtained from the deposits and rates listed in the market on the date of the measurement. The resulting fair value is adjusted for the own credit risk if significant. These values are obtained from studies carried out by the financial institutions with which the Company has contracted these instruments.
Any profit or loss arising from changes in the fair value of derivatives which do not qualify to be classified as hedging instruments are directly recognised in the net profit or loss for the year. The fair value of these derivative financial instruments is obtained from studies carried out by financial institutions.
Inventories are valued at their average acquisition cost or production cost which is generally lower than their net realisable value. If their estimated realisable or replacement value is lower than their cost, any necessar y measurement adjustments will be made.
Cash and other cash equivalents include cash in hand and at bank as well as short-term deposits in banks and other financial institutions with an original maturity of less than three months from the date of subscription.
Treasury shares are presented as a decrease in the Company's net equity and are stated at cost without carrying out any measurement adjustments.
The gains and losses obtained on disposals of treasury shares are recorded directly against equity.
Refundable grants are recognised as liabilities until all the conditions for them to be considered as non-refundable have been met, while non-refundable grants are recognised as such provided that the conditions established for their granting have been substantially met. Such criterion involves initially recognising in a particular item in equity the amount of the grant, net of the deferred tax effect which is taken to the income statement in proportion to the period depreciation taken on the assets for which the grants were received or, where appropriate, on disposal of the asset or on the recognition of an impairment loss. Non-refundable grants received from the shareholders are recognised directly in equity.
Provisions are recognised when the Company:
Provisions are carried at the present value of the best possible estimate of the amount needed to settle or transfer to a third party the obligation. Adjustments due to updating the provision are recognised as a financial expense as they accrue. Provisions maturing in one year or less with a non-significant financial effect are not discounted. Provisions are reviewed at each balance sheet date and are adjusted to reflect the current best estimate of the liability at any time.
On the other hand, contingent liabilities are the possible obligations, arising from past events, the materialisation of which is subject to the occurrence of future events which are not entirely under the Company's control, and those present obligations, arising as a result of past events, that are not likely to give rise to an outflow of resources for their settlement or which cannot be measured with sufficient reliability. These liabilities are not recognised in the accounts, but are disclosed in the notes to the annual accounts.
A contract is onerous when the unavoidable costs of meeting the contractual obligations exceed the expected economic benefits.
In the case of hotel lease agreements, the estimate of future results from these agreements is reviewed annually , based on the expected flows from the relevant cash-generating units, applying an appropriate discount rate. If the costs exceed the benefits, the Company records a provision for such difference. Details of the analysis performed by the Company are included in Note 12.1.
Post-employment benefits are classified as defined contribution plans or defined benefit plans.
Defined contribution plans are those plans under which the Company makes fixed contributions to an independent entity and does not have any legal, contractual or implicit obligation to make additional contributions if the independent entity does not hold sufficient assets to satisfy the commitments assumed.
Contributions are recognised as employee benefits when they accrue.
Post-employment benefits that are not defined contribution plans are considered to be defined benefit plans. In general, these plans fix the amount of the benefit that the employee will receive on retirement, usually based on one or more factors such as age, number of years of service and remuneration.
The Company recognises in the balance sheet a provision for long-term defined benefit obligations in an amount corresponding to the difference between the present value of the committed benefits and the fair value of any assets linked to the benefit commitments which will be used to settle the obligations, less any past service costs still not recognised, if any.
If an asset results from the above-mentioned difference, its valuation may not exceed the current value of the benefits that may be returned to the Company in the form of direct reimbursements or lower future contributions, plus, where appropriate, the part not yet recognised in the income statement for past service costs.
Past service costs are recognised immediately in the income statement unless they involve non-vested rights, in which case they are taken to the income statement on a straight-line basis over the period remaining to the vesting of the past service rights.
The current value of the obligation is determined using actuarial calculation methods and unbiased financial and actuarial assumptions that are mutually compatible. The Company recognises, directly in the statement of recognised income and expense, the profits and losses arising from the change in the current value and, where applicable, the plan assets, as a result of the changes in actuarial assumptions or adjustments made on the basis of experience.
Certain collective bargaining agreements in force and applicable to the Company establish that permanent staff for a specified number of years employed by the Company who opt to terminate their employment contract will be entitled to a cash award equal to a number of monthly salary payments which is proportional to the number of years of service. During the fiscal year, an assessment of these commitments has been performed in accordance with the actuarial assumptions contained in Meliá Hotels International, S.A.'s own rotation model, by applying the calculation method known as the Projected Unit Credit Method and the population assumptions corresponding to the PER2000P tables.
The balance of provisions, as well as the capitalisation of payments for future services, cover these acquired commitments, based on an actuarial analysis prepared by an independent expert.
The Company has duly externalised the pension commitments and obligations stipulated in collective bargaining agreements subject to the Ministerial Order of 2 November 2006.
The leases in which all the risks and rewards inherent in the ownership of the leased asset are substantially transferred, are classed as finance leases.
At lease inception, the lessee recognises in the balance sheet an asset and a liability in the same amount, which is equal to the fair value of the leased asset, or the present value of minimum future lease payments, if lower.
Lease instalments are divided into two parts: the finance cost and the principal payment. The financial cost is taken directly to the income statement.
Assets being recognised under finance leases are depreciated using the straight-line method over the asset's estimated useful life.
Leases where the lessor substantially maintains all the risks and economic benefits of ownership of the leased asset are classified as operating leases. Payments made under operating leases (net of any incentive received from the lessor) are charged to the income statement on a straight-line basis over the lease term.
The assets recognised by the Company in hotels operated under operating leases are depreciated over the s horter of their useful lives and the lease term.
Trade payables are initially recognised at fair value and are subsequently measured at amortised cost using the effective interest rate method.
However, trade payables with a maturity not exceeding one year and which have no contractual interest rate, as well as payments required by third parties for shares, the amount of which is expected to be paid in the short-term, are measured at their face value provided the effect of not adjusting the cash flows is not material.
The Company is taxed under the Consolidated Tax Regime, within the Tax Group 70/98, as controlling company thereof, so the tax expense and the current and deferred tax assets and liabilities are determined according to this tax regime.
The corporate income tax expense for the year is calculated as the sum of the current tax that results from the application of the corresponding tax rate to the tax base for the year, determined according to the consolidated tax regime, following the application of existing tax credits and deductions, and the change in the deferred tax assets and liabilities accounted for. The corresponding tax expense is recognised in the income statement, unless the tax relates to items recognised directly in equity, in which case the corresponding tax expense is also recognised in equity.
Deferred tax liabilities are recognised for all taxable temporary differences existing at the balance sheet date between the carrying amounts of the assets and liabilities and their tax bases.
Deferred tax assets are recognised for all deductible temporary differences, the carry -forward of unused tax credits and unused tax losses, to the extent that it is probable that there will be taxable profits of the Company and the Tax Group allowing the application of such assets, except in the case of deductible temporary differences arising from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting nor the taxable profit or loss.
The recovery of a deferred tax asset is reviewed at each balance sheet date and adjusted to the amount which is expected to be recovered based on the taxable profit available.
Deferred tax assets and liabilities are measured based on their expected materialisation and on the tax legislation and tax rates approved, or are about to be approved, on the balance sheet date.
The classification of assets and liabilities as current and non-currents is made on the basis of the foreseeable date of maturity, disposal or cancellation of the Company's obligations and rights. Where such date exceeds 12 months following the year-end date, assets and liabilities are deemed to be non-current.
Assets and liabilities denominated in foreign currency are recorded at the exchange rate prevailing on the corresponding transaction date, and are restated at the year end at the exchange rate then in effect. The exchange differences, both positive and negative, originated during this process, are recognised in the income statement in the year in which they arise.
Non-monetary entries valued at their historical cost are translated at the exchange rate prevailing on the transaction date.
Expenses relating to activities of decontamination and restoration of contaminated sites, waste disposal as well as other costs resulting from compliance with the environmental legislation are recognised as an expense in the fiscal year in which they are incurred, unless they relate to the acquisition cost of elements that are to be included in the Company's equity for the purpose of using them on a lasting basis, in which case they are recognised as property, plant and equipment, as appropriate, being depreciated using the same criteria as indicated above.
Income and expenses are recognised on an accrual basis regardless of when the resulting monetary or financial flow arises.
Income from the sale of goods or services is measured at the fair value of the consideration received or receivable. Volume rebates, prompt payment and any other discounts, as well as the interest added to the face amount of the consideration, are recognised as a reduction therein. However, the Company includes interest added to trade receivables with a maturity not exceeding one year and which have no contractual interest rate, provided the effect of not adjusting the cash flows is not material.
Ordinary income is recognised if it may be reliably measured, and the Company is likely to receive a future financial benefit and when certain conditions are met for each of the Company's activities as described below.
Income deriving from the sale of rooms and other related services is recognised daily based on the services provided by each hotel establishment and including "in-house" customers, i.e. those that are still lodged at the hotel at the time daily production is closed.
The consideration received is divided among the contracted services. Direct services, such as room, food and beverages, consumption, etc. and other related services such as banquets, events, the lease of spaces, etc. are included.
The Company recognises income from its hotel management contracts at the end of each period, based on the evolution of the variables that determine that income, primarily consisting of total income and the Gross Operating Profit (GOP) for each of the hotel establishments managed by the Group.
The Company actively manages its real estate assets portfolio. In general, the net capital gains on sales for asset rotation are recognised in the income statement once the carrying value of the relevant assets has been discounted from the selling price. The Company recognises the proceeds from the sale as operating income.
Interest income is recognised using the effective interest rate method for all the financial instruments measured at amortised cost. The effective interest rate is the rate that exactly discounts payments made and receiv ed in cash estimated over the expected life of the financial instrument. Interest income is recognised as financial income in the Company's income statement.
Income from dividends is recognised in the income statement when the right of the Company to receive the corresponding payment is established. If dividends unequivocally derive from earnings generated before the acquisition date, they will not be recognised as income and will reduce the carrying amount of the investment.
Income deriving from operating leases in investment properties is recognised on a straight-line basis over the term of the lease and is included as operating income.
In general, transactions between group companies are recognised initially at fair value. If the agreed price differs from its fair value, the difference is recognised on the basis of the economic reality of the transaction. Subsequent recognition is made in accordance with the provisions of the applicable rules.
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The Board of Directors of the Company approved in 2011 the General Policy for Risk Control, Analysis and Management, which establishes the risk management model, which is aimed at minimising the potential adv erse effects of any risks on the annual accounts. Such policy is reviewed and, where appropriate, updated every year.
In geopolitical terms, the Company considers the outcome of Brexit negotiations to be one of the main geopolitical risks, and therefore, it develops contingency plans and business strategies intended to limit the impact of the UK's withdrawal from the European Union. In this respect, it is worth mentioning that in January 2020, Brexit has moved from being an uncertainty to being a reality, however, the impacts of such event are expected to take place by the end of 2020. The Company will follow up the negotiations that will arise throughout the year and, particularly, the changes in the exchange rate of the GBP against the EUR.
Nevertheless, the United Kingdom remains the primary source of tourists for Spain, with a total of 18.1 million of visitors, however, this figure represents a slight decrease in comparison with 2018 (2.4% less), according to the data published by the National Statistical Institute (data from the Survey of Tourist Movements on Borders - Frontur).
Likewise, the Company's activities are exposed to different financial risks: market risk (interest rate risk and foreign exchange risk), credit risk and liquidity risk. The policies pursued by Meliá Hotels International, S.A. try to minimise the potential adverse effects on its financial statements.
Meliá Hotels International, S.A.'s financial statements include certain items subject to fixed and variable interest.
The Company maintains a policy of partially hedging against changes in interest rates by obtaining different financial derivatives that allow it to contract a fixed rate for a specified period of time that it applies to financing transactions with variable rates. In some cases, and due to the early cancellation of some of these financing transactions, the Company has proceeded to restructure the financial derivatives associated with this financing to apply them to other new financing transactions at a variable rate, adapting the repayment schedules to create an effective interest rate hedge. In some of these restructurings of hedging derivatives and to avoid incurring unnecessary payments, it has not been possible to continue applying hedge acc ounting (see Note 9.3).
The structure of the debt with third parties as at 31 December 2019 and 2018, without considering the heading of Other financial liabilities, is as follows (these face amounts do not include interest payable):
| 31/12/2019 | 31/12/2018 | |||||
|---|---|---|---|---|---|---|
| (thousand €) | Fixed interest | Variable interest | Total | Fixed interest | Variable interest | Total |
| Bank loans | 260.054 | 305.926 | 565.980 | 280.264 | 128.890 | 409.154 |
| Mortgage loans | 31.854 | 10.708 | 42.561 | 33.657 | 139.528 | 173.185 |
| Credit facilities | 1 | 1 | 125 | 125 | ||
| Leasing | 2.007 | 2.007 | 3.308 | 3.308 | ||
| ECP | 51.400 | 51.400 | ||||
| Simple bonds | 30.000 | 30.000 | 30.000 | 30.000 | ||
| Total | 321.908 | 318.642 | 640.550 | 343.921 | 323.250 | 667.171 |
The variable interest rate debt is basically tied to Euribor.
As at 31 December 2019, the Company has various interest rate swaps contracted, with a notional value of EUR 123.4 million, considered as cash flow hedging instruments, as stated in Note 9.3. At the 2018-year end, the notional value of the swaps contracted was EUR 70.4 million. The variable rate bank loans and mortgages hedged by these swaps are shown in the Fixed Interest column for the part of the capital hedged.
The sensitivity of 2019 and 2018 profit or loss to interest rate variations (in base points), in thousand euro, is as follows:
| (thousand €) | Variation | 2019 | 2018 |
|---|---|---|---|
| + 25 | 527 | 423 | |
| - 25 | (527) | (423) |
The above sensitivity analysis has been carried out considering an average increase/decrease throughout the year in the base points indicated in the table. The effect of the interest rate swaps has been considered in this calculation.
Fluctuations in items of the currencies in which the bank accounts and debts are denominated and the purchases/sales are carried out, vis-à-vis the accounting currency, may have an impact on the result (profit/loss) for the fiscal year.
The following items may be affected by foreign exchange risks:
In this regard, Meliá Hotels International, S.A is exposed to foreign exchange risks mainly for the transactions in foreign currency arranged by group companies and associates (see Note 16.6).
Likewise, the recoverable value of shares in a functional currency other than the Euro, changes due to movements in exchange rates. It is not the Company's policy to arrange derivatives for the hedge of net investments in businesses abroad.
The credit risk arising from default of a counterparty (customer, supplier, or financial entity) is mitigated by the Company's policies regarding the diversification of customer portfolios, source markets, oversight of concentration and on-going in-depth debt control. In addition, in some cases the Company carries out other financial operations which allow the reduction of credit risks, such as assignments of receivables.
The credit periods established by the Company range between 21 and 90 days. The average period of collection of the Company's receivables is approximately 29.03 days, 31.22 in 2018. The age of trade receivables at the year end is as follows:
| (thousand €) | 31/12/2019 | % | 31/12/2018 | % |
|---|---|---|---|---|
| Less than 90 days | 12.335 | 73% | 17.436 | 85% |
| More than 90 and less than 180 | 2.700 | 16% | 1.705 | 8% |
| More than 180 and less than 365 | 1.860 | 11% | 1.319 | 6% |
| Total | 16.895 | 100% | 20.460 | 100% |
Trade receivables outstanding for more than 365 days have been fully provisioned. In addition, the Company uses other financial operations which allow the reduction of credit risks, such as assignments of receivables (see Note 10.2).
Exposure to adverse situations experienced by debt or capital markets may prevent or hinder the coverage of financing needs required for the appropriate development of the Company's activities.
The liquidity policy applied by the Company ensures that payment obligations acquired will be met without having to obtain funds under burdensome terms. To do that, the Company uses different management procedures, such as the maintenance of credit facilities committed for sufficient amount and flexibility, the diversification of the coverage of financing needs through the access to different markets and geographical areas, and the diversification of the maturities of the issued debt.
Under the Euro-Commercial Paper Programme (ECP) executed in 2019 in the maximum of EUR 300 million, and which is subject to English law, during the fiscal year 2019, a total of EUR 239.4 million of issues have been made (a total of EUR 127.6 million in 2018), and there are no existing issues at the year end (EUR 51.4 million in 2018), as shown in the line of Short-term bonds and other negotiable securities (see Note 9.2).
In line with the diversification of funding sources, in 2018 the Company issued unsecured bonds in the total amount of EUR 30 million in the Luxembourg market, with a 12-year maturity (see Note 9.2).
The following table contains a summary of the maturities of the Company's financial liabilities as at 31 December 2019, based on face amounts excluding interest by maturity:
| (thousand €) | < 3 months | 3 to 12 months | 1 to 5 years | > 5 years | Total |
|---|---|---|---|---|---|
| Simple bonds | 30.000 | 30.000 | |||
| Loans | 5.617 | 60.269 | 397.077 | 145.578 | 608.541 |
| Credit facilities | 1 | 1 | |||
| Leasing | 260 | 676 | 1.071 | 2.007 | |
| Total | 5.877 | 60.946 | 398.149 | 175.578 | 640.550 |
The following table contains a summary of the maturities of the Company's financial liabilities as at 31 December 2018, based on face amounts by maturity:
| (thousand €) | < 3 months | 3 to 12 months | 1 to 5 years | > 5 years | Total |
|---|---|---|---|---|---|
| Straight bonds | 30.000 | 30.000 | |||
| ECP | 51.400 | 51.400 | |||
| Loans | 5.830 | 76.910 | 322.117 | 177.482 | 582.339 |
| Credit facilities | 125 | 125 | |||
| Leasing | 428 | 872 | 2.007 | 3.308 | |
| Total | 6.259 | 129.306 | 324.124 | 207.482 | 667.171 |
Fair value of financial assets and liabilities is the amount for which an asset can be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction.
As referred to in Note 4.5, there are no differences between fair values calculated for financial instruments recorded in the Company's accounts and their corresponding accounting values.
The movement of the gross value and accumulated amortisation of intangible assets is as follows:
| (thousand €) | 31/12/2018 | Additions | Disposals | 31/12/2019 |
|---|---|---|---|---|
| Gross value | ||||
| Patents, licences, trademarks and similar rights | 4.415 | (7) | 4.408 | |
| Transfer rights | 7.374 | 8.091 | 15.465 | |
| Software | 50.188 | 12.360 | 62.548 | |
| Total | 61.977 | 20.450 | (7) | 82.421 |
| Accumulated amortisation | ||||
| Patents, licences, trademarks and similar rights | (4.361) | (7) | 7 | (4.361) |
| Transfer rights | (1.388) | (1.489) | (2.877) | |
| Software | (23.460) | (11.493) | (34.953) | |
| Total | (29.209) | (12.989) | 7 | (42.191) |
| Net carrying value | 32.768 | 40.230 |
The additions recorded under section Transfer Rights mainly relate to the acquisition at net carrying amount of rights to operate one hotel under lease in Spain, previously operated by a Group company.
The additions recorded under section Software include EUR 11.7 million, as part of the technological innovation project carried out by the Company for the creation of a new framework for hotel management, by means of which the Company aims to improve the technological services provided to its customers.
For comparison purposes, the breakdown of these movements in 2018 was as follows:
| (thousand €) | 31/12/2017 | Additions | Disposals | 31/12/2018 |
|---|---|---|---|---|
| Gross value | ||||
| Patents, licences, trademarks and similar rights | 4.415 | 4.415 | ||
| Transfer rights | 1.645 | 6.674 | (945) | 7.374 |
| Software | 37.486 | 12.780 | (78) | 50.188 |
| Total | 43.546 | 19.454 | (1.023) | 61.977 |
| Accumulated amortisation | ||||
| Patents, licences, trademarks and similar rights | (4.354) | (7) | (4.361) | |
| Transfer rights | (560) | (1.019) | 191 | (1.388) |
| Software | (17.609) | (5.920) | 69 | (23.460) |
| Total | (22.523) | (6.946) | 260 | (29.209) |
| Net carrying value | 21.024 | 32.768 |
The additions recorded under section Transfer Rights related to the acquisition of rights to operate one hotel under management in United Kingdom and three in Spain. The disposals related to the termination of rights to operate one hotel under management in Qatar.
The amount of EUR 12.3 million included in section Additions of Software, related to the technological innovation project carried out by the Company and mainly developed by the subsidiary company Prodigios Interactivos S.A., for the creation of a new framework for hotel management, by means of which the Company seeks to improve the technological services provided to its customers.
The breakdown of intangible assets fully amortised as at 31 December 2019 and 2018 is as follows:
| (thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Patents, licences, trademarks and similar rights | 4.338 | 4.345 |
| Software | 12.387 | 12.186 |
| Total | 16.724 | 16.531 |
The movement of the gross value and accumulated depreciation of property plant and equipment in 2019 is as follows:
| (thousand €) | 31/12/2018 | Additions | Disposals | 31/12/2019 |
|---|---|---|---|---|
| Gross value | ||||
| Land | 143.979 | (86) | 143.893 | |
| Buildings | 378.758 | 20.168 | (12.594) | 386.333 |
| Plant and machinery | 233.662 | 7.682 | (4.889) | 236.455 |
| Furniture and other fixed assets | 217.434 | 9.822 | (9.316) | 217.940 |
| Fixed assets under construction and advances | 113 | 113 | ||
| Total | 973.833 | 37.785 | (26.886) | 984.732 |
| Accumulated depreciation | ||||
| Buildings | (136.909) | (7.200) | 3.689 | (140.420) |
| Plant and machinery | (195.251) | (27.045) | 3.503 | (218.793) |
| Furniture and other fixed assets | (155.701) | (6.433) | 5.334 | (156.800) |
| Total | (487.860) | (40.678) | 12.526 | (516.013) |
| Net carrying value | 485.973 | 468.719 |
The main new additions of property, plant and equipment recorded in 2019 relate to renovations performed in several hotels operated by the Company for EUR 37.8 million. The renovations were mainly made in Balearic Islands, Madrid and the Canary Islands.
The main disposals of property, plant and equipment relate to the sale of the hotel Valencia Azafata located in Valencia, with a carrying amount of EUR 4.5 million, giving rise to a capital gain of EUR 3.8 million (see Note 16.1). Additionally, other smaller assets have been disposed of and other disposals have been recorded by replacement.
For comparison purposes, the breakdown of these movements in 2018 was as follows:
| (thousand €) | 31/12/2017 | Additions | Disposals | Transfers | 31/12/2018 |
|---|---|---|---|---|---|
| Gross value | |||||
| Land | 153.654 | 2.366 | (11.997) | (44) | 143.979 |
| Buildings | 441.499 | 21.035 | (80.529) | (3.247) | 378.758 |
| Plant and machinery | 240.193 | 11.464 | (17.867) | (129) | 233.662 |
| Furniture and other fixed assets | 219.136 | 12.330 | (14.032) | 217.434 | |
| Fixed assets under construction and advances | 463 | (463) | |||
| Total | 1.054.944 | 47.196 | (124.887) | (3.419) | 973.833 |
| Accumulated depreciation | |||||
| Buildings | (161.036) | (8.081) | 31.093 | 1.116 | (136.909) |
| Plant and machinery | (196.123) | (18.201) | 19.074 | (195.251) | |
| Furniture and other fixed assets | (159.156) | (6.363) | 9.818 | (155.701) | |
| Total | (516.315) | (32.645) | 59.984 | 1.116 | (487.860) |
| Net carrying value | 538.629 | 485.973 |
The main new additions of property, plant and equipment recorded in 2018 related to renovations performed in several hotels operated by the Company for EUR 47.2 million, among others, the renovations were mainly made in Balearic Islands, Madrid and Catalonia.
Main disposals of property, plant and equipment related to the sale, on 11 July 2018, of the hotels Meliá Sevilla and Sol La Palma, located in Seville and Santa Cruz de Tenerife, respectively, in the amount of EUR 59.7 million, and which generated a capital gain of EUR 2.6 million. According to the agreements reached with ATOM, purchaser company, the hotels continue to be operated by the Company under variable rate lease agreements.
The net carrying value of the assets of the Company that are financed through finance lease agreements amounts to EUR 4 million at the year end, and to EUR 6.3 million in 2018. These finance leases relate mainly to buildings, facilities and furniture.
There are 2.8 owned properties that have been mortgaged to secure several loans at the year end, and their net carrying value amounts to EUR 74.4 million, and to EUR 221.5 million in 2018.
As at 31 December 2019 and 2018 the Directors consider that there is sufficient insurance coverage for the Company's assets.
The breakdown of property, plant and equipment fully depreciated for 2019 and 2018 is as follows:
| (thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Buildings | 33.068 | 13.948 |
| Plant and machinery | 103.621 | 89.938 |
| Furniture and other fixed assets | 114.906 | 112.664 |
| Total | 251.595 | 216.550 |
The Company, in different processes, has merged several companies owning hotels, with the revaluation of land and properties being carried out. As at 31 December 2019 and 2018 the difference between the carrying value and the tax value of the revalued elements is as follows:
| (thousand €) | Land | Buildings |
|---|---|---|
| Revalued net carrying value at 31/12/2017 | 113.280 | 16.050 |
| Depreciation | (384) | |
| Disposals | (6.571) | |
| Revalued net carrying value at 31/12/2018 | 113.280 | 9.095 |
| Depreciation | (275) | |
| Disposals | (756) | |
| Revalued net carrying value at 31/12/2019 | 113.280 | 8.064 |
Disposals in 2019 relate to the sale of the hotel Meliá Valencia Azafata, while in 2018 they related to the sale of the hotel Meliá Sevilla.
The capital gains derived from the revaluation of assets carried out by the Company, based on various legal regulations and voluntary revaluations prior to 1997, in order to correct the effects of inflation, were as follows:
| (thousand €) | Amount | |
|---|---|---|
| Restatement of budgets for 1979 | 24.848 | |
| Restatement of budgets for 1980 | 28.852 | |
| Restatement of budgets for 1981 | 1.197 | |
| Restatement of budgets for 1982 | 26.480 | |
| Voluntary restatement before 1990 | 3.146 | |
| Restatement under R.D.L. 7/96 | 53.213 | |
| Total | 137.736 |
The net carrying value of the assets subject to the revaluation according to the asset restatement approved by Royal Decree 7/96 amounts to EUR 0.8 million (0.9 million in the previous year), the value of the fully depreciated assets being EUR 16 million (16.5 million in the previous year). The impact of this restatement on the provision for depreciation of the year amounts to EUR 147 thousand (EUR 649 thousand in 2018).
In 2018, Meliá Hotels International S.A. commissioned the valuation of the Group's owned assets. The valuation of most of the assets was conducted by the worldwide firm Jones Lang Lasalle Hotels (JLL), which specialises in hotel investment and consulting services. Such valuation determined their market value as at 30 June 2018 and included the assets fully consolidated in the consolidated Financial Statements.
The valuation of such assets amounted to a total of EUR 3,758 million, EUR 749.2 million in the Company. The overall figure included eight assets recognised under Investment Property in the consolidated balance sheet, 2 assets in the Company's balance sheet.
As at 31 December 2019 no significant variances were found between the provisions considered by the independent expert and the actual flows generated in the year.
The balance of investment property includes the net carrying value of investments made by the Company to obtain rental income or capital gains, such as interest in four apartment owners' associations and other properties. Said apartments relate to establishments which are managed by the Company.
The breakdown of the gross value and accumulated depreciation of investment property for 2019 is as follows:
| (thousand €) | 31/12/2018 | Additions | 31/12/2019 |
|---|---|---|---|
| Gross value | |||
| Apartments | 23.618 | 204 | 23.822 |
| Other properties | 8.101 | 8.101 | |
| Total | 31.718 | 204 | 31.922 |
| Accumulated depreciation | |||
| Apartments and other properties | (14.027) | (602) | (14.629) |
| Total | (14.027) | (602) | (14.629) |
| Net carrying value | 17.691 | 17.293 |
The additions during 2019 mainly relate to the purchase of 2 apartments in one apartment owners' association.
The amount of the building costs fully depreciated in 2019 and 2018 was EUR 1.5 million.
Dividends earned in respect of apartments in apartment owners' associations are recognised in the income statement which amount to EUR 1.8 million at the end of 2019, EUR 1.7 million in 2018. Likewise, income from the lease of offices located in Madrid, operated under lease, amounts to EUR 119 thousand, EUR 118 thousand in 2018.
For comparison purposes, the breakdown of these movements in 2018 was as follows:
| (thousand €) | 31/12/2017 | Additions | Disposals | Transfers | 31/12/2018 |
|---|---|---|---|---|---|
| Gross value | |||||
| Land and apartments | 23.368 | 270 | (21) | 23.618 | |
| Other properties | 4.682 | 3.419 | 8.101 | ||
| Total | 28.050 | 270 | (21) | 3.419 | 31.718 |
| Accumulated depreciation | |||||
| Apartments and other properties | (12.321) | (592) | 1 | (1.116) | (14.027) |
| Total | (12.321) | (592) | 1 | (1.116) | (14.027) |
| Net carrying value | 15.729 | 17.691 |
The following table shows the breakdown by categories of non-current and current assets for 2019 and 2018:
| 31/12/2019 | 31/12/2018 | |||||
|---|---|---|---|---|---|---|
| (thousand €) | Long term Short term | Total | Long term Short term | Total | ||
| 1. Investments in group companies and associates: | ||||||
| - Equity instruments | 1.013.652 | 1.013.652 | 1.016.724 | 1.016.724 | ||
| 2. Available-for-sale financial assets: | ||||||
| - Equity instruments | 4.027 | 4.027 | 4.003 | 4.003 | ||
| 3. Financial instruments at fair value through profit or loss: | ||||||
| - Equity instruments | 403 | 403 | 103 | 103 | ||
| 4. Loans and other receivables: | ||||||
| - Loans and other financial instruments to group companies and associates 400.956 | 162.070 | 563.026 | 416.414 | 123.153 | 539.567 | |
| - Loans to third parties | 12.819 | 2.410 | 15.229 | 22.399 | 9.315 | 31.714 |
| - Other financial instruments to third parties | 9.680 | 12.411 | 22.091 | 9.232 | 14.252 | 23.484 |
| Total 1.441.134 | 177.294 | 1.618.428 | 1.468.772 | 146.823 | 1.615.595 |
Annex I attached to these annual accounts includes the information about the net equity situation as at 31 December 2019, which is obtained from the financial statements provided by the respective companies, and the shareholding in group companies and associates, indicating direct and indirect shareholding, activity and country in which this is exercised. Such annex also provides information broken down by company on the net carrying value and provisions made for each investment.
The activity carried out by these companies relates to the hotel and restaurant business. These companies' shares are not listed in a regulated market.
During 2019, the Company has recognised dividends from group companies and associates in the amount of EUR 43.5 million, and in 2018 in the amount of EUR 113.8 million.
Movements recorded during the fiscal year were as follows:
| (thousand €) | 31/12/2018 | Additions | Disposals | Transfers | 31/12/2019 |
|---|---|---|---|---|---|
| Equity instruments in group companies (gross value) | 944.579 | 5.444 | (9.422) | (5.492) | 935.109 |
| Impairment | (108.652) | (6.321) | 5.746 | (109.227) | |
| Equity instruments in associates and joint ventures (gross value) | 205.724 | 40 | 5.492 | 211.256 | |
| Impairment | (24.927) | 1.441 | (23.486) | ||
| Total 1.016.724 |
(837) | (2.235) | 1.013.652 |
The most relevant additions in equity instruments in group companies for 2019, relate to the acquisition of 15% of the shares in Aparthotel Bosque, S.A., in the amount of EUR 3 million, and the contribution by the Company of equity to Meliá Europe & Middle East, S.L., in the amount of EUR 1.1 million.
Main disposals and transfers in the year relate to the shareholding in Sierra Parima, S.A.S., which changed its status from group company to associate.
Regarding the provisions, additions have mainly been recognised relating to the company Sol Meliá Vacation Club Puerto Rico, in the amount of EUR 5.2 million, and to the company Meliá Europe & Middle East, S.L ., in the amount of EUR 1 million. The disposals mainly relate to the application for excess of the portfolio provision of Colón Veron a, S.A.
For comparison purposes, movements for year 2018 were as follows:
| (thousand €) | 31/12/2017 | Additions | Disposals | Transfers | 31/12/2018 |
|---|---|---|---|---|---|
| Equity instruments in group companies (gross value) | 843.454 | 101.607 | (76.551) | 76.068 | 944.579 |
| Impairment | (85.632) | (4.508) | 5.087 | (23.599) | (108.652) |
| Equity instruments in associates and joint ventures (gross value) | 234.870 | 51.486 | (4.565) | (76.068) | 205.724 |
| Impairment | (42.286) | (6.240) | 23.599 | (24.927) | |
| Total 950.406 |
142.345 | (76.028) | 1.016.724 |
The most relevant additions in equity instruments in group companies for 2018, related to the contribution by the Company of equity to Hoteles Sol Meliá, S.L.U., in the amount of EUR 87.5 million. Main disposals related to the reimbursement to the Company by Inversiones Areíto, S.A.S., of cash contributions pending capitalisation in the amount of USD 58.2 million (EUR 73.6 million). Transfers recorded in the amount of EUR 76 million related to Adprotel Strand, S.L.U., which during the year changed its status from associate to group company, which was also reflected in the provisions item in the amount of EUR 23.6 million.
Most relevant additions in equity instruments in associates and joint ventures for 2018 mainly related to the shareholding in the capital of the company Melcom Joint Venture, S.L., in the amount of EUR 47.4 million, currently owing 50% of shares in such company.
Movements recorded during the fiscal year were as follows:
| (thousand €) | 31/12/2018 | Additions | 31/12/2019 |
|---|---|---|---|
| Equity instruments (gross value) | 4.082 | 24 | 4.106 |
| Provisions | (79) | (79) | |
| Total | 4.003 | 24 | 4.027 |
Additions relate to the capital increase in the company Inveragua RD. S.A.S., in the amount of EUR 24 thousand.
The equity situation as at 31 December 2019, obtained from the annual accounts provided by the corresponding companies, is as follows:
| Accounting figures | Underlying | |||||
|---|---|---|---|---|---|---|
| (thousand €) | % Sharehol. | Capital | Reserves | Result | carrying amount | Investment value |
| Hotelera Sancti Petri, S.A. | 19,50% | 11.900 | (869) | 1.878 | 2.517 | 2.634 |
| Inveragua RD, S.A.S. (*) | 14,24% | 810 | (58) | (171) | 83 | 131 |
| Port Cambrils Inversions, S.A. | 10,00% | 6.000 | 987 | 276 | 726 | 980 |
| Valle Yamuri, S.A. (*) | 7,21% | 4.870 | (1.525) | 92 | 248 | 279 |
| Other companies | 3 | |||||
| Total | 23.580 | (1.465) | 2.076 | 3.574 | 4.027 |
(*) Balance sheets as at 31 December 2019 for these companies are not available.
These companies are not listed in the stock market.
Information concerning interest in securities portfolio, indicating activity and country in which it is exercised is included below:
| COMPANIES | ADDRESS | COUNTRY | ACTIVITY | DIR. S |
|---|---|---|---|---|
| Hotelera Sancti Petri, S.A. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | Hotel Owner and Operator | 19,50% |
| Inveragua RD, S.A.S. | Avda. Lope de Vega, 4 (Santo Domingo) | Dominican Rep. | Holding | 14,24% |
| Port Cambrils Inversions, S.A. | Rambla Regueral, 11 (Tarragona) | Spain | Hotel Owner and Operator | 10,00% |
| Valle Yamuri, S.A. | Velázquez, 106 (Madrid) | Spain | Holding y Propietaria | 7,21% |
For comparison purposes, movements for year 2018 were as follows :
| (thousand €) | 31/12/2017 | Additions | 31/12/2018 |
|---|---|---|---|
| Equity instruments (gross value) | 4.075 | 7 | 4.082 |
| Provisions | (79) | (79) | |
| Total | 3.996 | 7 | 4.003 |
Additions related to the capital increase in the company Valle Yamury, S.A., in the amount of EUR 7 thousand.
Likewise, the equity situation as at 31 December 2018, obtained from the annual accounts provided by the corresponding companies, was as follows:
| Accounting figures | Underlying | |||||
|---|---|---|---|---|---|---|
| (thousand €) | % Sharehol | Capital | Reserves | Result | carrying amount | Investment value |
| Hotelera Sancti Petri, S.A. | 19,50% | 13.510 | (2.745) | 3.285 | 2.740 | 2.634 |
| Inveragua RD, S.A.S. | 14,24% | 731 | (38) | 99 | 107 | |
| Port Cambrils Inversions, S.A. | 10,00% | 6.000 | 931 | 223 | 715 | 980 |
| Valle Yamuri, S.A. (*) | 7,21% | 4.870 | (972) | (553) | 241 | 279 |
| Other companies (*) | 3 | |||||
| Total | 25.111 | (2.785) | 2.917 | 3.795 | 4.003 |
(
(*) Balance sheets as at 31 December 2018 for these companies were not available.
Set out below is a breakdown by nature of financial assets included in this item as at 31 December 2019 and 2018:
| 31/12/2019 | 31/12/2018 | |||||
|---|---|---|---|---|---|---|
| (thousand €) | Long term | Short term | Total | Long term | Short term | Total |
| Loans to group companies | 312.249 | 114.499 | 426.748 | 327.535 | 101.263 | 428.798 |
| Loans to associates and joint ventures | 88.707 | 47.571 | 136.278 | 88.879 | 21.890 | 110.769 |
| Other loans | 12.819 | 2.410 | 15.229 | 22.399 | 9.315 | 31.714 |
| Created deposits and guarantees | 9.680 | 730 | 10.410 | 9.232 | 671 | 9.903 |
| Other loans and receivables | 11.681 | 11.681 | 13.581 | 13.581 | ||
| Total | 423.455 | 176.891 | 600.346 | 448.045 | 146.720 | 594.766 |
Note 17 Transactions with Related Parties includes a breakdown of the balances recorded as loans to group companies, associates and joint ventures. Current and non-current assets in group companies and associates that are recognised in item Long-term and short-term investments in group companies and associates, relate mainly to loans granted for the financing of activities within the hotel business, including the hotel acquisition and reform. Likewise, the Company performs a centralised management of collections and payments between group companies through a current account which bears interest at a market rate which is accrued annually depending on the daily balance of the account.
Loans granted to several companies with which the Company does business in various operating segments are included under the heading Other loans; the most significant amounts are as follows:
The guarantees arranged by the Company relate basically to the rent for hotels leased by it. Since such guarantees are granted to ensure compliance with an obligation associated with such agreements, they are not recognised at their current value but at face value.
Heading Other loans and receivables mainly includes the dividends receivable as at 31 December 2019 in the amount of EUR 11.7 million, and at the end of 2018, these amounted to EUR 13.6 million.
The following table shows the breakdown by categories of the financial liabilities, for 2019 and 2018:
| 31/12/2019 | 31/12/2018 | ||||||
|---|---|---|---|---|---|---|---|
| (thousand €) | Long term | Short term | Total | Long term | Short term | Total | |
| 1. Debts and payable items: | |||||||
| - Bonds and other negotiable securities | 29.665 | 117 | 29.782 | 29.750 | 51.470 | 81.220 | |
| - Bank loans | 540.450 | 68.380 | 608.830 | 497.875 | 85.676 | 583.551 | |
| - Other financial liabilities | 1.679 | 37.546 | 39.225 | 724 | 46.942 | 47.666 | |
| - Payables to group companies and associates | 491.786 | 135.917 | 627.703 | 436.012 | 113.804 | 549.816 | |
| 2. Derivatives and hedges: | |||||||
| - Derivative liabilities | 2.690 | 2.214 | 4.904 | 2.848 | 2.428 | 5.276 | |
| Total | 1.066.270 | 244.174 | 1.310.444 | 967.209 | 300.320 | 1.267.529 |
Below, each of the items included in the table of financial liabilities are detailed:
The liability balances at the end of 2019 and 2018 are as follows:
| 111 130 11 | The Research Party of the | ||||||
|---|---|---|---|---|---|---|---|
| Childrectories no consex Boles: | 11 65 | Property In 1979 | 20,754 | ||||
| Other debodies valor as regocialities (E.C.F.): | 11.00 | 11.181 | |||||
| (1) (1) (1) (2000) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) (1) | 11 | H | TEL | ||||
On 19 November 2018 the Company issued straight bonds in the final amount of EUR 30 million with the following characteristics:
| Amount of the issue: | 30.000.000 € |
|---|---|
| Nominal value: | 100.000,00 € |
| Maturity: | 12 years |
| Debt rank | Senior unsecured |
| Issue price: | 100% |
| ISIN Code: | ES0276252014 |
| Issue date: | 19 November 2018 |
| Maturity date: | 19 November 2030 |
| Coupon: | Fixed 3,30% |
| Redemption price: | 100% |
The last commercial paper programme issued on 3 May 2018 ("Euro-Commercial Paper Programme" or ECP), which is subject to English law, expires on 3 May 2020, in the maximum amount of EUR 300 million, and whereby debt instrument issues can be made in Europe with a maturity of less than 364 days, up to the said amount.
The programme prospectus was registered, in accordance with the relevant regulations, by the competent Irish authorities with the Irish Stock Exchange plc, from which the Company has requested admission to trading of the issues made under the programme.
In 2019, a total of EUR 239.4 million of issues have been made, and there are no existing issues at year end. In 2018, the issues made were in the amount of EUR 127.6 million, with there being a total of EUR 51.4 million of existing issues (see Note 5.4).
The Company's bank borrowings at year-end 2019 and 2018 are analysed below by nature and maturity:
| 31/12/2019 | 31/12/2018 | |||||
|---|---|---|---|---|---|---|
| (thousand €) | Long term | Short term | Total | Long term | Short term | Total |
| Bank loans | 501.067 | 61.325 | 562.392 | 350.291 | 57.328 | 407.619 |
| Mortgage loans | 38.322 | 3.975 | 42.297 | 145.608 | 24.638 | 170.246 |
| Credit facilities | 1 | 1 | 125 | 125 | ||
| Leasing | 1.061 | 915 | 1.976 | 1.976 | 1.260 | 3.236 |
| Interest | 2.164 | 2.164 | 2.326 | 2.326 | ||
| Total | 540.450 | 68.380 | 608.830 | 497.875 | 85.676 | 583.551 |
The detail of the maturities at year-end 2019 and 2018 is as follows:
| (thousand €) | 31/12/2019 |
|---|---|
| 2.020 | 68.380 |
| 2.021 | 102.526 |
| 2.022 | 59.789 |
| 2.023 | 55.329 |
| 2.024 | 113.158 |
| 2025 and subsequent years | 209.648 |
| Total 608.830 |
Maximum limit of credit facilities is EUR 234 million. In 2018, the maximum limit was EUR 261 million.
Average interest rate accrued in 2019 on previous loans, credit facilities and leasing is 2.79%. Average interest rate accrued in 2018 was 2.97%.
At the end of 2019 and 2018, the breakdown of other financial liabilities is as follows:
| 31/12/2019 | 31/12/2018 | |||||
|---|---|---|---|---|---|---|
| (thousand €) | Long term | Short term | Total | Long term | Short term | Total |
| Trade bills payable | 32 | 4.068 | 4.100 | 53 | 6.522 | 6.575 |
| Other payables | 1.005 | 22.398 | 23.403 | 5 | 31.993 | 31.999 |
| Guarantees and deposits received | 642 | 3.994 | 4.636 | 666 | 30 | 696 |
| Other current accounts | 7.087 | 7.087 | 8.396 | 8.396 | ||
| Total | 1.679 | 37.546 | 39.225 | 724 | 46.942 | 47.666 |
Trade bills payable mainly include suppliers of fixed assets relating to reforms performed in various hotels operated by the Company.
| (thousand €) | 31/12/2019 |
|---|---|
| 2020 | 37.546 |
| 2021 | 1.016 |
| 2022 | 11 |
| 2023 | 11 |
| 2024 | |
| 2025 and subsequent years | 642 |
| Total 39.225 |
The balances included under this item which mainly relate to amounts due for the centralised cash management of the Group, are broken down in Note 17. Transactions with related parties.
The balances under this heading are broken down in this Note 9.3 Hedge activities and derivatives. Cash flow hedge activities relate to interest rate swaps.
The fair values of the Company's derivative financial instruments at the end of 2019 and 2018 are analysed below by maturity:
| 31/12/2019 | 31/12/2018 | |||||
|---|---|---|---|---|---|---|
| (thousand €) | Long term | Short term | Total | Long term | Short term | Total |
| Hedging derivative liabilities | 1.353 | 1.116 | 2.469 | 1.006 | 757 | 1.762 |
| Other derivative liabilities | 1.337 | 1.098 | 2.435 | 1.842 | 1.671 | 3.514 |
| Total | 2.690 | 2.214 | 4.904 | 2.848 | 2.428 | 5.276 |
| 31/12/2019 | 31/12/2018 | ||||
|---|---|---|---|---|---|
| (thousand €) | Hedge | Others | (thousand €) | Hedge | |
| 2020 | 1.116 | 1.098 | 2019 | 757 | |
| 2021 | 589 | 637 | 2020 | 644 | |
| 2022 | 462 | 436 | 2021 | 359 | |
| 2023 | 214 | 208 | 2022 | 62 | |
| 2024 and subsequent years | 88 | 55 | 2023 and subsequent years | (60) | |
| Total | 2.469 | 2.435 | Total | 1.762 |
As part of its interest rate risk management policies (see Note 5.1), the Company, at the end of the fiscal year, has several interest rate swaps that qualify as cash flow hedging instruments, based on the contractual terms; therefore, changes in their fair value are taken directly to the Company's equity.
The items hedged by these operations relate to a part of the variable interest rate financing in Euro. These financial instruments are used to exchange interest rates, so that the Company receives variable interest from the bank in exchange for a fixed interest payment on the same face amount. The variable interest received from the derivative offsets interest payments on the financing hedged. The final result is a fixed interest payment on the financing hedged.
At the end of 2019, these derivative financial instruments have been measured and recorded in liabilities in the amount of EUR 2.5 million (EUR 1.8 million in 2018). To determine these fair values, discounted cash flow techniques have been used based on the embedded amounts determined by the Euro interest rate curve in accordance with the market conditions at the measurement date. The measurements of these swaps have als o been carried out by the financial institutions from which these products are obtained, as independent experts in the measurement of financial instruments.
The Company has transferred to the income statement of the year an amount of EUR 0.8 million because of interest rate hedging; EUR 0.7 million in 2018. These amounts have been recorded in the financial expenses item, as well as the hedged item.
Likewise, as at 31 December 2019, the notional value of the interest rate swaps that qualify as hedges amounts to EUR 123.4 million, and as at 31 December 2018 such value amounted to EUR 70.4 million (see Note 5.1).
Other derivative liabilities recognised at the end of 2019 relate to interest rate swaps contracted in the framework of the interest rate risk management performed by the Company (see Note 5.1.). These interest rate swaps are not deemed to be accounting hedges, since they have been contracted in the framework of a debt restructuring and thus, they do not meet the requirements for the application of hedge accounting according to the general accounting plan.
The measurements of these swaps have also been carried out by the financial institutions from which these products are obtained, as independent experts in the measurement of financial instruments.
The Company has recognised in the year's income statement EUR 586 thousand of expense due to the change in fair value of such interest rate swaps, EUR 768 thousand of expense in 2018. These amounts are recognised under the heading Change in fair value of financial instruments.
As at 31 December 2019, the notional value of these financial instruments amounts to EUR 50.1 million, and as at 31 December 2018 such value amounted to EUR 61.4 million.
The breakdown is as follows:
| (thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Goods for resale | 168 | 161 |
| Raw materials | 1.523 | 1.589 |
| Fuel | 196 | 178 |
| Spare parts | 288 | 271 |
| Various materials | 1.518 | 1.482 |
| Office materials | 447 | 504 |
| Advances to suppliers | 357 | 219 |
| Total | 4.497 | 4.404 |
The Company does not have firm purchase or sale commitments and there are no limitations on availability of inventories.
The breakdown of this heading is as follows:
| (thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Customers | 20.204 | 25.365 |
| Trade receivables | 1.799 | 1.553 |
| Doubtful trade receivables | 11.611 | 11.780 |
| Impairment for trade operations | (16.719) | (18.238) |
| Total trade receivables | 16.895 | 20.460 |
| Trade receivables, group companies and associates | 50.667 | 50.026 |
| Sundry debtors | 2.761 | 5.735 |
| Staff | 91 | 156 |
| Current tax assets | 15.212 | 11.758 |
| Public administrations | 5.257 | 4.283 |
| Total other receivables | 73.988 | 71.958 |
| Total | 90.883 | 92.418 |
At the end of 2019 and 2018, the receivable balances arising from the sale of rooms and other services provided, associated with the hotel business, are included under the heading Customer receivables for sales and services. Trade receivables with balances pending for more than 365 days, as well as those pending for less than that but for which there are reasonable doubts as to their recoverability, have been duly provisioned (see Note 5.3).
The Company has entered into a non-recourse Factoring agreement of hotel receivables of the Company with a financial institution, under which it periodically assigns the accounts receivable relating to certain customers of the hotel business, and collects the total amounts concerned in advance. As at 31 December 2019, the total balance assigned by the Company was EUR 13.4 million, EUR 13.8 million as at 31 December 2018. Meliá Hotels International, S.A. also assigns receivables from subsidiary companies under this agreement.
As a result of the "non-recourse" consideration of the assignment of receivables operation abovementioned, trade receivables are derecognised once assigned, therefore, they are not included in the table above.
Trade receivables, group companies and associates heading mainly relates to commercial transactions for the provision of services and management at market prices. Breakdown by companies is shown in Note 17 . Transactions with related parties.
The breakdown of trade receivables by age is included in Note 5.3, and the breakdown of Current tax assets and Public Authorities is included in Note 14.
Cash and bank balances include cash in hand and demand accounts in credit institutions. The heading Other cash equivalents includes short-term deposits, whose periods range between one day and three months since inception, so there are no significant risks of change in value and they are part of the normal cash management policy of the Company.
| (thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Cash | 143.835 | 98.379 |
| Other cash equivalents | 416 | 3.743 |
| Total | 144.251 | 102.122 |
This heading includes balances in currencies other than the Euro, in particular, US dollar and the British pound (see Note 16.6).
According to the Company's Bylaws, the share capital of the company is fixed at EUR 45,940,000 represented by 229,700,000 shares with a par value of Euro 0.2 each. The shares are fully subscribed and paid-up, and constitute a single class and series.
All shares carry the same rights and are listed in the stock exchange (Continuous Market - Spain), except for treasury shares.
At the Ordinary and Extraordinary General Shareholders' Meeting held on 4 June 2015, the Company's Board of Directors was authorised to agree the Company's share capital increase, without having to consult the General Shareholders' Meeting beforehand, up to a maximum amount of nineteen million, nine hundred and five thousand, three hundred and four Euros and eighty cents (EUR 19,905,304.80). Consequently, the Board of Directors can exercise this right, in one or more times, for the specified amount or less, deciding in each case, not only the timing or appropriateness, but also the amount and conditions which they consider should apply within a maximum period of five years, starting from the date of said Meeting.
Main shareholders with direct and indirect stake in the Company as at 31 December 2019 and 2018, are as follows:
| 31/12/2019 | 31/12/2018 | |
|---|---|---|
| Shareholders | % Shareholding | % Shareholding |
| Hoteles Mallorquines Consolidados, S.A. | 23,38 | 23,38 |
| Hoteles Mallorquines Asociados, S.L. | 13,21 | 13,21 |
| Hoteles Mallorquines Agrupados, S.L. | 10,39 | 10,39 |
| Tulipa Inversiones 2018, S.A. | 5,03 | 5,03 |
| Global Alpha Capital Management Ltd | 3,02 | |
| Rest of shareholders (less than 3% individual) | 44,98 | 48,00 |
| Total | 100,00 | 100,00 |
In October 2018, Mr. Gabriel Escarrer Juliá ceased to exercise control over the Group, although, since that date, he still owns 5.025% of the shares in Meliá Hotels International, S.A., indirectly, through the company Tulipa Inversiones 2018, S.A., company that absorbed Majorcan Hotels Exlux, S.L.U., with effect from December 2018.
Notwithstanding the foregoing, the Escarrer family (namely, Mr. Escarrer Juliá, his spouse and their 6 children) hold 100% of the shares in the companies Hoteles Mallorquines Consolidados, S.L., Hoteles Mallorquines Agrupados, S.L. and Hoteles Mallorquines Asociados, S.L., although no controlling shareholder exists in any of them.
The share premium has the same restrictions and can be used for the same purposes as the Company's voluntary reserves.
The decrease in the share premium during the fiscal year in the amount of EUR 12.2 million, EUR 1 million in the previous fiscal year, arises from the release of part of this reserve to the reserve for treasury shares.
The following table shows the breakdown of the Reserves heading at the end of 2019 and 2018:
| (thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Legal reserve | 9.188 | 9.188 |
| Revaluation reserves Royal Decree-Law 7/1996, of 7th June | 16.076 | 16.076 |
| Reserve for treasury shares | 28.191 | 16.025 |
| Reserves for actuarial gains and losses | (4.618) | (3.616) |
| Voluntary reserves | 272.229 | 272.229 |
| Translation reserves | 11.267 | 12.899 |
| Total 332.332 |
322.800 |
The Company is obliged to transfer 10% of the profits of each year to a reserve fund until this fund reac hes at least 20% of the share capital. This reserve is not available for distribution to the shareholders and, provided that other reserves are not available, may only be used to offset losses. At the end of 2019 and 2018 this reserve is fully constituted.
This reserve will be available to eliminate recognised losses and to increase the share capital of the Company and as of 31 December 2006 (10 years following the date of the balance sheet in which the restatement operations were reflected) it may be taken to unrestricted reserves, as the revalued assets are fully depreciated or are disposed of by other means. The balance of the reserve shall not be distributed, directly or indirectly, unless the related capital gain has been realised through the sale or total depreciation of the revalued assets.
This is an available reserve for the acquisition of treasury shares, pursuant to the Spanish commercial law. The increase in 2019 is due to the increase of the number of treasury shares (see Note 11.1 d).
The amount recognised in this reserve is derived from actuarial gains and losses recognised in equity. Such reserve relates to changes undergone in the calculation percentages and actuarial assumptions of remunerations and retirement bonuses undertaken by the Company (see Note 12). This reserve is not available for distribution.
These reserves are unrestricted, after offsetting losses.
These reserves relate to the incorporation of the balance sheet of the permanent establishment Sol Meliá Túnez.
On 17 October 2019, the Company's Board of Directors agreed to implement a treasury share buy-back programme. Such Programme, which is implemented under the provisions of Regulation (EU) No 596/2014 of the European Parliament and of the Council, of 16 April 2014, is carried out in order to reduce the Company's share ca pital through the redemption of the treasury shares acquired under the Programme, subject to the resolution on capital reduction to be approved by the General Shareholders' Meeting that will be held in the first half of year 2020.
The Programme shall be carried out under the following terms:
Maximum monetary amount allocated to the Programme: EUR 60,000,000.
Maximum number of shares to be acquired: 8,500,000 shares.
Maximum share price: the price must lie within a range of 90% to 110% with respec t to the closing price of the trading session, and under no circumstances the limits provided for in Article 3.2 of the Delegated Regulation may be exceeded.
Breakdown and movement of treasury shares are as follows:
| (thousand €) | No. Shares | Average price (€) | Balance |
|---|---|---|---|
| Balance as at 31/12/2018 | 1.822.968 | 8,79 | 16.025 |
| Liquidity contract acquisitions | 7.437.418 | 8,15 | 60.645 |
| Liquidity contract disposals | (7.440.618) | 8,15 | (60.632) |
| Buy-back programme acquisitions | 1.621.057 | 7,50 | 12.153 |
| Balance as at 31/12/2019 | 3.440.825 | 8,19 | 28.191 |
At the end of 2019, the Company does not have securities loan agreements.
As at 31 December 2019, the total number of treasury shares held by the Company is 3,440,825, which represents 1.5% of the share capital, 0.79% in the preceding year. In any case, the treasury shares do not exceed the 10% limit established by the revised text of the Spanish Law on Corporations.
The price of Meliá Hotels International, S.A.'s shares at year end was EUR 7.86. At the 2018 year-end the share price amounted to EUR 8.21.
For comparison purposes, movements for year 2018 were as follows:
| (thousand €) | No. Shares | Average price (€) | Balance |
|---|---|---|---|
| Balance as at 31/12/2017 | 1.722.464 | 8,72 | 15.023 |
| Acquisitions | 10.319.703 | 10,71 | 110.531 |
| Disposals | (10.219.199) | 10,72 | (109.529) |
| Balance as at 31/12/2018 | 1.822.968 | 8,79 | 16.025 |
Details and movements of the measurement adjustments in 2019 and 2018 are as follows:
| (thousand €) | 2019 | 2018 | |
|---|---|---|---|
| Hedging operations: | |||
| Opening balance | (2.148) | (1.704) | |
| Results attributed to equity | (1.372) | (1.287) | |
| Transfers to results | 825 | 694 | |
| Tax effect | 137 | 149 | |
| Final balance | (2.558) | (2.148) |
Capital grants mainly relate to grants to finance property, plant and equipment purchases, which will be progressively transferred to the income statement depending on the useful life of such property, plant and equipment. In 2019 and 2018, the total amount recorded in the income statement for this item is EUR 62 thousand. Movements during the fiscal year are as follows:
| (thousand €) | 2019 | 2018 | |
|---|---|---|---|
| Opening balance | 1.068 | 1.115 | |
| Transfer to results | (62) | (62) | |
| Tax effect | 16 | 15 | |
| Final balance | 1.022 | 1.068 |
At the end of 2019 and 2018, the Company meets the conditions laid down in the grant awards.
The balance sheet includes a balance in the amount of EUR 68.2 million in respect of provisions, EUR 61.8 million in the previous year. As indicated in Note 4.10, this heading includes the Company's commitments with staff, as well as the provisions recorded to cover the various risks and contingencies arising from transactions carried out, commitments acquired and guarantees to group companies and third parties, risks for legal claims and lawsuits, as well as potential liabilities deriving from the possible different interpretations to which the applicable legislation is open.
Movements of the fiscal year in the provisions for risks and expenses are as follows:
| (thousand €) | 31/12/2018 | Additions | Disposals | 31/12/2019 |
|---|---|---|---|---|
| Provision for retirement, seniority bonus and personnel obligations | 7.364 | 2.172 | (1.602) | 7.934 |
| Provision for taxes | 46 | 5 | 51 | |
| Provision for onerous contracts | 2.774 | 1.519 | 4.293 | |
| Provision for negative own funds | 34.380 | 6.943 | 41.323 | |
| Provision for liabilities | 17.235 | 91 | (2.716) | 14.611 |
| Total 61.800 |
10.729 | (4.317) | 68.212 |
In respect of commitments established in supra-enterprise collective agreements, in 2019 an actuarial study has been performed to assess the past services, as defined in Note 4.10, which have been estimated at EUR 9.3 million. The value of assets associated with outsourced commitments in compliance with the legislation in force amounts to EUR 1.4 million.
The assessment of these commitments undertaken by the Company has been conducted in accordance with the actuarial assumptions of the model which pertains to it, using the calculation method known as the Projected Unit Credit and the demographic assumptions established by the PER2000P tables, using a capitalisation rate of 0.48%, and a salary increase assumption of 2.17%. In addition, the probability of tenure of employees until retirement has also been applied, based on the Company's experience in respect of employees leaving the Company, giving rise to the following rotation ratios according to the employee's current age:
| Rotation | |
|---|---|
| Age range | % |
| <45 | 7,22 |
| 45-55 | 3,82 |
| >55 | 3,01 |
Changes during the fiscal year include an impact recognised in net equity in the amount of EUR 1 million, due to some changes occurred in the actuarial assumptions used during the calculations made.
The balance of the provision for onerous contracts at the end of 2019 amounts to EUR 4.3 million; EUR 2.8 million at the end of 2018. This provision was calculated for the hotels that in 2019 presented negative net ca sh flows, after discounting the relevant lease instalments. To calculate this provision, it is considered that the costs of compliance with the agreements correspond to the present value of the projected cash flows, including lease commitments, and they are compared with the costs of non-compliance with the various agreements, the lower of both amounts being allocated to the provision.
The estimate of projected cash flows of these hotels was made internally by the Company, using the operating budget for 2020 as a starting point and projecting results until the end of the agreement (excluding agreement extensions if they are not certain), based on increases in the average price of rooms in accordance with the business plan established for 2020. The discount rates applied range between 7% and 7.2%.
In the provisions for negative equity section, the additions in the fiscal year relate to Bedbank Trading, S.A., in the amount of EUR 6.9 million (see Annex I).
In March 2017 the European Commission initiated an investigation on the compliance with the antitrust rules in the hotel distribution sector. One of the companies subject of the investigation was Meliá Hotels International. Within the framework of the investigation, the European Commission analysed sever al agreements entered into between Meliá Hotels International and various tour operators in 2014 and 2015, which contained commercial terms and conditions that could give rise to misinterpretation depending on the nationality and/or country of residence of the customers.
In 2019, the Company actively and constructively has continued to participate in the investigation, by providing as many explanations as necessary with respect to the issue raised. Thus, after the reception, review and agreement as regards the contents of the case overview issued by the Commission in August 2019 during the course of the cooperation process, in November 2019, the Company received the statement of objections, which fully confirmed the report of events according to the exchanges of information carried out with the Commission and where an upper limit of penalty was established.
On 21 February 2020 (see Note 19), the European Commission announced the decision ending such investigation, imposing a fine to the Company in the amount of EUR 6.7 million, amount for which full provision has been made at 31 December 2019.
Movements in 2018 were as follows:
| (thousand €) | 31/12/2017 | Additions | Disposals | 31/12/2018 | |
|---|---|---|---|---|---|
| Provision for retirement, seniority bonus and personnel obligations | 7.065 | 2.347 | (2.048) | 7.364 | |
| Provision for taxes | 91 | (45) | 46 | ||
| Provision for onerous contracts | 3.694 | (919) | 2.774 | ||
| Provision for negative own funds | 27.170 | 8.187 | (977) | 34.380 | |
| Provision for liabilities | 15.952 | 1.283 | 17.235 | ||
| Total | 53.972 | 11.817 | (3.989) | 61.800 |
In respect of commitments established in supra-enterprise collective agreements, in 2018 an actuarial study was performed to assess the past services, which were estimated at EUR 8.7 million. The value of assets associated with outsourced commitments in compliance with the legislation in force amounted to EUR 1.5 million.
The assessment of these commitments undertaken by the Company was conducted by using a capitalisation rate of 1.32%, a salary increase assumption of 2.55% and in accordance with the following rotation ratios according to the employee's current age:
| Age range | % Rotation |
|---|---|
| <45 | 7,28 |
| 45-55 | 3,66 |
| >55 | 3,06 |
Changes in 2018 included an impact recognised in net equity in the amount of EUR 1.4 million, due to some changes occurred in the actuarial assumptions used during the calculations made.
In the provisions for negative equity section, the additions in 2018 mainly related to Sol Mainvest, N.V., in the amount of EUR 4.4 million and Markserv, B.V, amounting to EUR 3.8 million.
Contingent liabilities relating to guarantees and deposits held for guarantees provided to third parties by the Company, as well as other contingent liabilities are detailed below. Through various contracts, the Company:
Likewise, the Company secures through bank guarantees the deferred payment of several tax settlements amounting to EUR 2 million. Such guarantee is not considered as a contingent liability, since the corresponding amounts are recognised as liabilities.
On 3 July 2019 the Company received notice of a claim filed in Spain for unlawful enrichment during the last 5 years derived from its hotel management activities of two establishments in Cuba. The Company filed plea for lack of jurisdiction and international jurisdiction, which was accepted in full in September 2019. Such sentence was appealed by the petitioner, and is awaiting a decision as at the date of preparation of these consolidated financial statements. The directors, however, consider that such proceeding will not give rise to equity losses for the Company.
As at 31 December 2019, the Company operates under lease a total of 53 hotels with around 12 thousand rooms, as in the previous year.
The average term of these operating lease agreements is 4.83 years. These lease agreement s have a contingent component relating to the consumer price index and, in 16 hotels, other contingent component relating to the evolution of the result obtained by each hotel establishment, which is not considered in the calculation of minimum lease payments. The contingent instalment in 2019 amounted to EUR 12.5 million.; EUR 10.5 million in 2018.
The following table shows a distribution by maturity of the minimum payments of such leases:
| (thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Less than 1 year | 101.951 | 92.792 |
| Between 1 and 5 years | 229.614 | 255.447 |
| More than 5 years | 86.839 | 140.451 |
| Total | 418.404 | 488.690 |
The breakdown of this heading at the end of 2019 and 2018 is as follows:
| (thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Suppliers | 12.330 | 10.223 |
| Suppliers, group companies and associates (note 17) | 14.491 | 6.070 |
| Sundry creditors | 51.173 | 47.132 |
| Accrued wages and salaries | 23.647 | 30.323 |
| Public Administrations (note 14) | 12.938 | 11.274 |
| Prepayment from customers | 20.948 | 28.495 |
| Total | 135.527 | 133.517 |
The information required on the average period of payments to suppliers pursuant to the third additional provision of Law 15/2010, of 5th July, is as follows:
| No. of days | 2019 | 2018 |
|---|---|---|
| Average period of payment to suppliers | 58,61 | 53,25 |
| Ratio of operations paid | 59,60 | 52,88 |
| Ratio of outstanding operations | 52,17 | 57,40 |
| (thousand €) | 2019 | 2018 |
| Total payments made | 278.597 | 320.552 |
| Total outstanding payments | 42.527 | 28.663 |
In 2019, the Company has monitored the ratios associated with the average period of payment to suppliers, as well as the administrative processes relating to the invoices from such suppliers and the capital own management, in order to reduce, as much as possible, the average period of payment to suppliers, according to the provisions of Law 15/2010 and any other applicable legislation in force. Thanks to this procedure, the number of days has been maintained below 60, as in the previous year.
From the 2017 tax period, the Company is taxed under the VAT Special Tax Consolidation Regime, under VAT number 40/17. The number of companies comprising this consolidated group is 15.
Every month, the Company submits the periodic aggregate tax returns -assessments of the Group by integrating the results of the individual self-assessment tax returns of the companies belonging to the Group of Companies.
Current balances receivable from and payable to Public Authorities are as follows:
| (thousand €) | 31/12/2019 | 31/12/2018 |
|---|---|---|
| Income tax | ||
| Deferred tax assets | 58.865 | 65.072 |
| Current tax assets | 15.212 | 11.758 |
| Total | 74.077 | 76.830 |
| Other taxes | 653 | |
| Tax Authorities, VAT receivable | 4.604 | 4.283 |
| Total | 5.257 | 4.283 |
| Total assets | 79.334 | 81.113 |
| Income tax | ||
| Deferred tax liabilities | 58.414 | 48.430 |
| Total | 58.414 | 48.430 |
| Other taxes / rates | ||
| Tax Authorities, IGIC (General Indirect Canary Islands) Tax payable | 287 | 211 |
| Tax Authorities, IRPF (Income Tax) payable | 2.885 | 2.716 |
| Tax Authorties, payables | 2.838 | 2.949 |
| Payables to social security bodies | 6.929 | 5.398 |
| Total | 12.938 | 11.274 |
| Total liabilities | 71.352 | 59.704 |
According to the legal provisions in force, taxes cannot be deemed definitively settled until the returns submitted are audited by the tax authorities or the four-year statute of limitations has lapsed. As at 31 December 2019, the years open for review for the main applicable taxes to which the Company is subject are as follows:
| Years | |
|---|---|
| Corporate Income Tax | 2013-2018 |
| I.G.I.C (General Indirect Canary Islands Tax) | 2016-2019 |
| VAT | 2016-2019 |
| I.R.P.F. (Income Tax) | 2016-2019 |
The first year open to inspection for the corporate income tax is 2013, due to the submission in 2017 of complementary tax returns from 2013 to 2015 in line with the criteria of the inspection.
The breakdown of deferred tax assets and liabilities is as follows:
| (thousand €) | 31/12/2019 | 31/12/2018 | |
|---|---|---|---|
| Deferred tax assets | |||
| Credits for tax losses available for carry forward | 7.413 | 9.834 | |
| Tax credit carryforwards | 4.887 | 4.984 | |
| Tax value of goodwill | 12.187 | 15.995 | |
| Financial instruments | 773 | 696 | |
| Amortisation costs pending deduction | 2.418 | 2.901 | |
| Adjustments for the limitation on deductibility of financial expenses | 21.276 | 18.855 | |
| Tax deductible provisions | 9.911 | 11.807 | |
| Total | 58.865 | 65.072 | |
| Deferred tax liabilities | |||
| Finance lease operations | 12.785 | 13.510 | |
| Land restatement and revaluation | 30.336 | 30.594 | |
| Sales under reinvestment deferral | 3.854 | 3.990 | |
| Non-refundable grants | 260 | 336 | |
| Other deferred tax liabilities | 11.179 | ||
| Total | 58.414 | 48.430 |
The movements of the different items making up the deferred tax assets and liabilities are as follows:
| 2019 | 2018 | |||
|---|---|---|---|---|
| (thousand €) | Deferred tax assets |
Deferred tax liabilities |
Deferred tax assets |
Deferred tax liabilities |
| Opening balance | 65.072 | 48.430 | 64.390 | 51.733 |
| Variations reflected in income statement: | ||||
| Credits for tax losses available for carry forward | (2.421) | (2.487) | ||
| Tax credit carryforwards | (97) | (97) | ||
| Tax deductible provisions | (2.229) | (549) | ||
| Tax value of goodwill | (3.808) | (3.808) | ||
| Finance lease operations | (725) | (1.413) | ||
| Land restatement and revaluation | (258) | (1.739) | ||
| Amortisation costs pending deduction | (483) | (483) | ||
| Sales under reinvestment deferral | (136) | (136) | ||
| Adjustments for the limitation on deductibility of financial expenses | 2.421 | 7.494 | ||
| Other deferred tax liabilities | (60) | 11.119 | ||
| Variations reflected in net equity: | ||||
| Financial instruments | 137 | 148 | ||
| Non-refundable grants | (16) | (15) | ||
| Tax deductible provisions-Actuarial gains and losses | 333 | 464 | ||
| Final balance | 58.865 | 58.414 | 65.072 | 48.430 |
The Company has established a business plan covering ten years for the purposes of determining the recoverable value of tax credits, according to the deadlines set by tax legislation. In addition, the Company estimates the existence of deferred taxes with which to offset any tax losses in the future. Based on this criterion, the directors consider that it is probable that future taxable profit may lead to the recovery of all capitalised tax credits , within a reasonable period and never exceeding the periods allowed by the current legislation.
As a result, among others, of the different interpretations of the current tax legislation, additional liabilities may arise from an inspection. The Company assesses the uncertain tax treatments and reflects the effect of the uncertainty on the taxable profit (tax loss), tax bases, unused tax losses or unused tax credits and the corresponding tax rates. With the amount of EUR 9.4 million included in item 'Other deferred tax liabilities', the Company has covered the possible obligations derived from any tax claims without there being any disputes or uncertain tax treatments that are individually significant.
Pursuant to the Ministerial Order of 27 December 1989, since 1998 Meliá Hotels International, S.A. has filed consolidated corporate income tax returns in Spain for certain Group companies (assigned number 70/98). The number of companies comprising the consolidated tax group in 2019 and 2018 was 46 and 38, respectively.
During this year, ten companies have been included in the tax group: Adprotel Strand S.L, MIA Exhol SA, SM Investment Exhol SL, San Juan Investments exhold S.L, Desarrollos hoteleros San Juan Exhold S.L. Sol Melia Europe BV, Sol ManInvestment BV, Markserv BV, Sol Group BV and Farandole BV.
The companies of the Tax Group jointly determine the final result thereof, such result being distributed among them according to the criteria established by the ICAC [Institute of Accounting and Account Audits]. As a result, the Company includes in the accounts with group companies for tax effect, the balances resulting from the calculation of the corporate income tax settlement deriving from this special tax regime.
Benefits, determined in accordance with the tax legislation, are subject to taxation at the rate of 25% on the tax base.
The reconciliation of the net amount of income and expenses of the fiscal year and the tax base (tax result) of the corporate income tax is as follows:
| (thousand €) | Income Statement | Income and expenses recognised directly in net equity |
Total | ||
|---|---|---|---|---|---|
| Balance of income and expenses of the fiscal year | |||||
| Continued operations | 23.324 | (1.459) | 21.865 | ||
| Increases (I) | Decreases (D) | (I) | (D) | ||
| Income tax | 3.222 | 486 | 2.736 | ||
| Permanent differences | 15.939 | 46.032 | (30.093) | ||
| Temporary differences | |||||
| Arising in the fiscal year | 9.470 | 9.470 | |||
| Arising in previous fiscal years | 3.446 | 51.392 | 1.945 | (46.001) - | |
| Tax base (tax result) | (42.023) |
For comparison purposes, the reconciliation of the net amount of income and expenses of the fiscal year 2018 and the tax base (tax result) of the corporate income tax was as follows:
| (thousand €) | Income Statement | Income and expenses recognised directly in net equity |
Total | ||
|---|---|---|---|---|---|
| Balance of income and expenses of the fiscal year | |||||
| Continued operations | 78.103 | (1.884) | 76.219 | ||
| Increases (I) | Decreases (D) | (I) | (D) | ||
| Income tax | 16.234 | 628 | (16.862) | ||
| Permanent differences | 45.395 | 110.332 | (64.937) | ||
| Temporary differences | |||||
| Arising in the fiscal year | 12.324 | 919 | 11.405 | ||
| Arising in previous fiscal years | 12.768 | 70.124 | 2.512 | (54.844) - | |
| Tax base (tax result) | (49.019) |
The information shown in the changes in equity relates to income and expenses directly recognised in net equity. In 2019 and 2018, none of these amounts affect the tax base of the Company.
The permanent and temporary differences of the fiscal year taken to the income statement are as follows:
| (thousand) | 2019 | 2018 |
|---|---|---|
| Permanent differences | ||
| Tax-exempted dividends | (40.965) | (110.172) |
| Non-deductible expenses and income | 9.157 | 35.071 |
| Other adjustments | 1.715 | 10.164 |
| Total | (30.093) | (64.937) |
| Temporary differences | ||
| Finance lease | 2.900 | 5.652 |
| Provisions | (2.513) | 4.191 |
| Differences between tax amortisation and accounting amortisation | 1 | 1 |
| Adjustments for the limitation on deductibility of financial expenses | (22.242) | (45.743) |
| Temporary measures reversal (non-deduc. amort. expenses) | (1.934) | (1.934) |
| Other adjustments | (14.688) | (8.118) |
| Total | (38.476) | (45.951) |
The reconciliation of the income tax expense and the result of multiplying the tax rate applicable to the total of recognised income and expenses, differentiating the income statement balance, is as follows:
| 2019 | 2018 | |||
|---|---|---|---|---|
| Income statment | Income and | Income statment | Income and | |
| (thousand €) | expense | expense | ||
| recognised in | recognised in | |||
| equity | equity | |||
| Accounting profit/(loss) before tax | 26.546 | (1.945) | 61.869 | (2.512) |
| Theoretical tax burden (25% type) | 6.637 | (486) | 15.467 | (628) |
| Permanent differences | (7.523) | (16.234) | ||
| Other adjusments | 5.233 | (18.259) | ||
| Tax loss and tax credits | (1.689) | 1.392 | ||
| Effective tax expense/income | 2.657 | (486) | (17.634) | (628) |
Heading 'Other adjustments' mainly relate to the provisions made.
The breakdown of expenses/income for income tax in the fiscal year is as follows:
| 2019 | 2018 | ||||
|---|---|---|---|---|---|
| (thousand €) | Allocation to income statement |
Allocation to net equity |
Allocation to income statement |
Allocation to net equity |
|
| Current tax | (13.455) | (12.876) | |||
| Deferred tax | 16.677 | (486) | (3.358) | (628) | |
| Total corporate income tax expense (income) | 3.222 | (486) | (16.234) | (628) |
The difference between effective tax expenses and total expenses for corporate income tax is prompted by:
The reconciliation of the net amount of income and expenses of the fiscal year and the tax base (tax result) of the corporate income tax is as follows:
| (thousand €) | Income statement | Income and expenses recognised directly in net equity |
Total | ||
|---|---|---|---|---|---|
| Balance of income and expenses of the fiscal year | |||||
| Continued operations | 67.681 | (2.219) | 65.462 | ||
| Increases (I) | Decreases (D) | (I) | (D) | ||
| Income tax | 16.337 | 139 | 16.476 | ||
| Permanent differences | 11.796 | 43.073 | (31.277) | ||
| Temporary differences | |||||
| Arising in the fiscal year | 6.916 | (6.916) | |||
| Arising in previous fiscal years | 5.337 | 41.069 | 2.079 | (33.653) | |
| Offset of tax losses from previous years | 2.523 | (2.523) | |||
| Consolidated tax base (tax result) | 7.570 |
For comparison purposes, the reconciliation of the net amount of income and expenses of the fiscal year 2018 and the tax base (tax result) of the corporate income tax was as follows:
| (thousand €) | Income statement | Income and expenses recognised directly in net equity |
Total | ||
|---|---|---|---|---|---|
| Balance of income and expenses of the fiscal year | |||||
| Continued operations | 118.014 | (1.568) | 116.446 | ||
| Increases (I) | Decreases (D) | (I) | (D) | ||
| Income tax | 1.587 | 245 | 768 | (2.110) | |
| Permanent differences | 63.502 | 114.600 | (51.098) | ||
| Temporary differences | |||||
| Arising in the fiscal year | 22.452 | 919 | 21.533 | ||
| Arising in previous fiscal years | 18.268 | 78.147 | 3.073 | 982 | (57.788) |
| Offset of tax losses from previous years | 6.746 | (6.746) | |||
| Consolidated tax base (tax result) | 20.237 |
The permanent and temporary differences of the fiscal year taken to the income statement are as follows:
| (thousand €) | 2019 | 2018 | |
|---|---|---|---|
| Permanent differences | |||
| Tax-exempted dividends | (42.183) | (114.265) | |
| Non-deductible expenses and income | 11.796 | 45.053 | |
| Other adjustments | (890) | 18.114 | |
| Total | (31.277) | (51.098) | |
| Temporary differences | |||
| Finance lease | 3.143 | 9.662 | |
| Provisions | (2.253) | 14.832 | |
| Non-deductible financial expenses | (23.524) | (49.084) | |
| Temporary measures reversal (non-deduct. amort. expenses) | (2.878) | ||
| Differences between tax amortisation and accounting amortisation | (13.039) | 240 | |
| Other adjustments | (6.975) | (11.118) | |
| Total | (42.648) | (38.346) |
The calculation of the corporate income tax is as follows:
| (thousand €) | 2019 | 2018 | |
|---|---|---|---|
| Current tax (consolidated total tax liability) | 1.892 | 5.059 | |
| Deduction for double taxation | (946) | (1.029) | |
| Adjusted total tax liability | 946 | 4.030 | |
| Tax credits and deductions | (876) | (1.851) | |
| Withholdings and prepayments | (1.610) | (869) | |
| Tax payable or receivable | (1.540) | 1.310 | |
| Instalment payments | (13.570) | (12.989) | |
| Cash payable or receivable | (15.111) | (11.679) |
The net amount to be paid does not correspond to the current tax assets in the amount of EUR 101 thousand as a result of certain withholdings to be recovered.
At the year end, the total of tax loss carryforwards of the Company and its consolidated Tax Group amount to EUR 334 million; of which EUR 286 million is generated by various companies before joining the Tax Group and, therefore, these must be offset in such companies.
The Tax Group has recognised deferred tax assets under such heading amounting to EUR 21.37 million, of whic h EUR 7.4 are capitalised in the Company.
The consolidated tax group has generated EUR 1.13 million of deductions for international double taxation of which EUR 946 thousand have been used, and EUR 184 thousand are still pending to be applied maturing in 2029.
The consolidated tax group has generated EUR 51 thousand of deductions relating to the creation of employment for workers with disabilities. Such credit has not been used during this year. The year of maturity is 2029.
The consolidated tax group has generated EUR 128 thousand of deductions for donations of which EUR 33 thousand have been used, and EUR 95 thousand are still pending to be applied maturing in 2029.
Tax benefits deriving from the sale of assets and other assets allocated to reinvestment, as well as the amounts to be reinvested, is as follows:
| (thousand €) | Year | Sale amount to reinv. |
Reinvest. Year |
Reinvest. made |
Reinv. mat. |
Reinvest. deduc. |
Pending application |
Deductions mat. |
|---|---|---|---|---|---|---|---|---|
| 2013 | 50.000 | 2012-13 | 14.793 | 2016 | 1.076 | 1.076 | 2.028 | |
| Total | 50.000 | 14.793 | 1.076 | 1.076 |
The reinvestment of such sales has been made by Meliá Hotels International, S.A., on new elements of property, plant and equipment and intangible assets, included in the renovation and improvements to it s hotel establishments, and on investment property and securities representing holdings in companies of at least 5% in the share capital thereof.
Tax benefits obtained until year 2001 for the sale of assets allocated to reinvestment, are included in the tax base according to the amortisation period, a deferred tax being generated in respect thereof. The amount that has not yet been added to the tax base is EUR 15.42 million, which will be added on a straight-line basis until year 2048.
The consolidated tax group has generated EUR 2.2 million of deductions relating to investments in new fixed assets in Canary Islands, according to the provisions of Law 20/1991 on Corporate Income Tax, of whic h EUR 473 thousand have been used this year, and a deduction in the amount of EUR 1.7 million remains to be applied which matures in 2024.
| (thousand €) | Source fiscal year | Amount to be deducted |
Applied deductions |
Deductions pending application |
Deduction period |
|---|---|---|---|---|---|
| 2010 | 39 | 39 | 2028 | ||
| 2011 | 181 | 181 | 2029 | ||
| 2012 | 230 | 230 | 2030 | ||
| 2013 | 250 | 250 | 2031 | ||
| 2014 | 321 | 108 | 213 | 2032 | |
| 2015 | 767 | 129 | 638 | 2033 | |
| 2016 | 998 | 998 | 2034 | ||
| 2017 | 1.252 | 1.252 | 2035 | ||
| 2018 | 1.893 | 1.893 | 2036 | ||
| Total | 5.931 | 237 | 5.694 |
In 2019, the Tax Group has carried out technological innovation projects which will generate tax credits. The Company recognises the credit once the reasoned report is available.
To avoid damaging the companies following changes in tax rates, the thirty -seventh transitional provision of Law 27/2014 on Corporate Income Tax included a regulation on the reversal of temporary measures, which states that taxpayers that have been subject to depreciation and amortisation limits, shall be entitled to a 5% deduction on the total tax liability of the amounts making up the tax base (2% in 2015), following the application of the rest of tax deductions and credits. The amounts not deducted due to insufficient total tax liability, may be deducted in subsequent tax periods.
Therefore, a tax credit has been generated in the Tax Group which can be deducted according to the table below:
| (thousand €) | Fiscal year of application |
Amount to be deducted |
Applied in the fiscal year |
Deduction pending application |
|---|---|---|---|---|
| 2015 | 1 | 1 | ||
| 2016 | 2 | 2 | ||
| 2019 | 133 | 133 | ||
| 2020 | 131 | 132 | ||
| 2021 | 131 | 131 | ||
| 2022 | 131 | 131 | ||
| 2023 | 131 | 131 | ||
| 2024 | 131 | 131 | ||
| Total | 790 | 133 | 658 |
From the tax credit of EUR 926 thousand, the Company has generated EUR 677 thousand.
The Tax Group has a total of EUR 6.6 million of tax credits, of which EUR 4.9 million are recognised as deferred tax assets.
The information set out in Article 84 of Law 27/2014 of 27 November on corporate income tax applicable to mergers and spin-offs of business lines carried out in previous years, is included in the first notes to the annual accounts approved following each of these operations and is summarised as follows:
| Company | Years |
|---|---|
| Inmotel Inversiones, S.A. | 1993, 1996, 1997 y 1998 |
| Meliá Hotels International, S.A. | 1999, 2001 y 2005 |
In 2019, Meliá Hotels International, S.A. has included in the tax base of the corporate income tax EUR 2.7 million due to changes in equity of investees at the beginning and at the end of the fiscal year or due to the application of 20% over the total amount pending reversal.
Regarding the portfolio provisions pending inclusion, the total figure amounts to EUR 1.5 million which will be reversed in 2020.
The net financial expenses which were not subject to deduction in previous years according to section 1 of Article 20 of the Consolidated Text of Law on Corporate Income Tax, amounted to EUR 170 million, of which the Group has deducted EUR 24 million this year, and there is a deduction to be applied in the amount of EUR 146 million.
The company has recognised deferred tax assets relating to these financial expenses that have not been subject to deduction in the amount of EUR 21.23 million.
Pursuant to Law 16/2012, tax deductible amortisations/depreciations are limited for tax periods initiated within the years 2013 and 2014, representing only 70% of the accounting amortisation and depreciation of the property, plant and equipment, intangible assets and investment property which is tax deductible.
Such Law sets out that the accounting amortisation/depreciation which is not tax deductible will be deducted on a straight-line basis within a period of 10 years or, optionally, during the useful life of the asset, from the first tax period beginning in 2015 (the Company opted for the deduction on a straight-line basis). Therefore, the Company has posted prepaid taxes amounting to EUR 2.4 million (the Tax Group, EUR 3.4 million), resulting from such amortisation/depreciation not deducted (see Note 14.7).
Business segments identified depending on the nature of the risks and profitability of the Company, and which constitute the organisational structure, are as follows:
Hotel business: This segment includes the results obtained by means of the operation of hotel units that are owned or leased by the Company.
Asset management: This segment includes the capital gains on asset rotation, as well as real estate development and operations.
Management and structure: This relates to fees received for the operation of hotels under management and franchise agreements and other leisure-related operating activities.
The segmentation of net revenues in the income statement for 2019 and 2018 is detailed in the following table:
| (thousand €) | 2019 | 2018 |
|---|---|---|
| Hotel business | 530.915 | 516.054 |
| Asset management | 3.783 | 2.608 |
| Management and structure | 88.954 | 96.798 |
| Total | 623.652 | 615.461 |
The Company's income allocated according to the diverse types of services provided for years 2019 and 2018 is the following:
| (thousand €) | 2019 | 2018 |
|---|---|---|
| Room revenue | 391.077 | 380.342 |
| Food and beverage revenue | 120.873 | 120.209 |
| Management fees | 42.400 | 42.745 |
| Fees for transfer of brand use to subsidiaries | 10.084 | 16.102 |
| Property, plant and equipment capital gains (Note 7) | 3.784 | 2.608 |
| Other revenue | 55.487 | 53.505 |
| Sales rebates | (52) | (50) |
| Net revenues | 623.652 | 615.461 |
| (thousand €) | 2019 | 2018 |
| Sundry revenue | 27.340 | 17.622 |
| One-off revenue | 5.522 | 6.032 |
| Operating revenues | 32.862 | 23.654 |
Regarding its allocation by geographical markets, almost the entire income has been generated in national territory.
The breakdown of the balance of this caption in the income statement for 2019 and 2018 is as follows:
| (thousand €) | 2019 | 2018 |
|---|---|---|
| Food and beverage consumptions | 32.592 | 31.221 |
| Changes in inventories | 45 | 1.540 |
| Fuel purchases | 1.384 | 1.567 |
| Ancillary materials and sundry purchases | 9.933 | 7.822 |
| Total | 43.954 | 42.151 |
Regarding its allocation by geographical markets, almost the entire income has been generated in national territory.
Staff costs for 2019 and 2018 are broken down as follows:
| (thousand €) | 2019 | 2018 |
|---|---|---|
| Wages and salaries | 161.983 | 162.855 |
| Termination benefits | 2.579 | 2.872 |
| Social security | 44.625 | 44.121 |
| Contribution to complementary schemes | 221 | 440 |
| Other amounts | 2.893 | 3.188 |
| Total | 212.300 | 213.476 |
The average number of employees in 2019 and 2018 is broken down by job category in the table below:
| Category | No. Employees 2019 |
No. Employees 2018 |
|---|---|---|
| Management | 191 | 220 |
| Middle management | 1.022 | 1.067 |
| Basic staff | 4.344 | 4.379 |
| Total | 5.557 | 5.666 |
The distribution by gender categories at the end of 2019 and 2018 is as follows:
| 2019 | 2018 | |||||
|---|---|---|---|---|---|---|
| Category | Men | Women | Total | Men | Women | Total |
| Management | 134 | 68 | 201 | 144 | 70 | 213 |
| Middel management | 460 | 430 | 890 | 531 | 389 | 920 |
| Basic staff | 1.657 | 1.910 | 3.567 | 1.540 | 1.883 | 3.423 |
| Total | 2.251 | 2.408 | 4.659 | 2.215 | 2.342 | 4.556 |
The average number of employed persons for years 2019 and 2018, with disabilities greater than or equal to 33%, is as follows:
| Category | No. Employees 2019 |
No. Employees 2018 |
|---|---|---|
| Management | 1 | |
| Middel management | 5 | 7 |
| Basic staff | 18 | 25 |
| Total | 24 | 32 |
The breakdown of the balance of this caption in the income statement for 2019 and 2018 is as follows:
| (thousand €) | 2019 | 2018 | |
|---|---|---|---|
| Hotel rental | 104.437 | 92.803 | |
| Sundry rentals | 9.049 | 9.320 | |
| Maintenance and repairs | 19.243 | 21.219 | |
| External services | 66.082 | 58.029 | |
| Transport and insurance | 2.664 | 2.715 | |
| Banking expenses | 5.042 | 4.888 | |
| Advertising and promotions | 17.039 | 17.166 | |
| Supplies | 66.010 | 68.451 | |
| Travel and ticketing expenses | 4.213 | 5.142 | |
| Other expenses | 39.106 | 36.014 | |
| Tax | 9.585 | 11.656 | |
| Losses, impairment and change of provisions | 2.102 | 1.600 | |
| Other current operating expenses | 7.581 | 11.063 | |
| Total | 352.150 | 340.063 |
The breakdown of financial income and expenses of the Company reflected in the income statement for 2019 and 2018 is as follows:
| (thousand €) | 2019 | 2018 |
|---|---|---|
| Dividends shar. in equity instr. group companies and associates | 44.831 | 114.640 |
| Dividends shar. in equity instr. third parties | 550 | 865 |
| Interest on group companies and associates | 15.171 | 14.979 |
| Interest on third parties and bank accounts | 2.329 | 628 |
| Other financial income relating to third parties | 50 | 164 |
| Total financial income | 62.931 | 131.276 |
| Interest on payables to group companies and associates | 13.459 | 11.291 |
| Interest on obligations and bonds | 1.166 | 382 |
| Interest on bank loans | 19.438 | 18.628 |
| Interest on bank leasing | 40 | 89 |
| Other financial expenses relating to third parties | 936 | 1.209 |
| Total financial expenses | 35.039 | 31.599 |
Financial income in group companies and associates relates to received dividends on which the right to receive them as shareholders was recognised, and interest on loans and current accounts (see Notes 8, 9.1.a) and 17.2).
Interest on payables to group companies and associates relates mainly to loans and interest on current accounts with other group companies and associates (see Note 17.2).
Financial expenses on debts to third parties relate to interest on bank loans. Likewise, interest arising from bond issues is also included (see Note 9.2).
The exchange differences recognised in the income statement amount to EUR 3.2 million of profit, EUR 31.3 million of loss in 2018, which arise mainly from accounts payable and receivable to/from group companies, associates and third parties, as well as short-term cash and other cash equivalents, in a currency other than Euro, including, mainly, US dollars and British pounds.
The most important assets and liabilities in foreign currency are as follows:
| (thousand €) | 31/12/2019 | Currency | 31/12/2018 | Currency | |
|---|---|---|---|---|---|
| Assets | |||||
| Loans to group companies and third parties l/t | 81.482 | Usd | 86.881 | Usd | |
| 15.760 | Gbp | 12.065 | Gbp | ||
| Loans and other financial assets to group companies and third | 76.519 | Usd | 76.379 | Usd | |
| parties s/t | 14.878 | Gbp | 1.145 | Gbp | |
| 4.514 | Otras | 3.694 | Otras | ||
| Cash and cash equivalents s/t | 7.990 | Usd | 24.687 | Usd | |
| 128.025 | Gbp | 2.523 | Gbp | ||
| Total assets | 165.991 | Usd | 187.947 | Usd | |
| 158.664 | Gbp | 15.733 | Gbp | ||
| 4.514 | Other | 3.694 | Other | ||
| Liabilities | |||||
| Bank loans l/t | 143.110 | Usd | 69.364 | Usd | |
| Payables to group companies l/t | 109.705 | Usd | 74.765 | Usd | |
| Bank loans s/t | 8.423 | Usd | 2.500 | Usd | |
| Other liabilities s/t | 119.596 | Usd | 102.516 | Usd | |
| 2.345 | Gbp | 3.180 | Gbp | ||
| Total liabilities | 380.834 | Usd | 249.145 | Usd | |
| 2.345 | Gbp | 3.180 | Gbp |
The Company's annual accounts include transactions with the following related parties:
All transactions with related parties are carried out under market conditions.
The attached table shows, for years 2019 and 2018, the amount recognised in the operating results in the income statement, and the balances outstanding at the year end:
| 31/12/2019 | 31/12/2018 | |||||
|---|---|---|---|---|---|---|
| (thousand €) | Net inc. 2019 | Assets | Liabilit. | Net inc. 2018 | Assets | Liabilit. |
| Group companies | ||||||
| Adprotel Strand, S.L. | 2.303 | |||||
| Aparthotel Bosque, S.A. | 575 | 274 | 8 | 670 | 591 | 31 |
| Apartotel, S.A. | 4.135 | 243 | 3.919 | 186 | ||
| Colón Verona, S. A. | 933 | 368 | 16 | 885 | 353 | 5 |
| Comunidad de Prop. Hotel Melia Sol y Nieve | 475 | 209 | 1 | 532 | 223 | 55 |
| Dorpan, S.L. | (260) | (255) | ||||
| Gesmesol, S.A. | 598 | 736 | ||||
| Hotelpoint, S.L. | 9.697 | 3.920 | 1.656 | 8.441 | ||
| Inversiones Hoteleras La Jaquita, S.A. | 2.500 | 804 | 96 | 3.110 | 1.230 | 96 |
| Inversiones y Explot. Turísticas, S.A. | 3.853 | 2.252 | 112 | 3.582 | 4.142 | 46 |
| Lomondo, LTD | 3.270 | 3.440 | 1 | 3.110 | 1.724 | 5 |
| Londim France, S.A. | 807 | |||||
| London XXI Limited | 1.589 | 2.184 | 1 | 1.363 | 761 | |
| Melia Brasil Administraçao Hoteleira | 7.290 | 6.822 | ||||
| MHI UK, L.T.D. | 2.992 | 880 | ||||
| Naolinco Aviation, S.L. | (4.055) | (2.783) | ||||
| New Continent Ventures | 1.128 | 204 | ||||
| Operadora Mesol | 1.921 | 6.041 | 343 | |||
| Prodigios Interactivos, S.A. | (49.069) | 535 | 2.926 | (45.478) | 236 | |
| Prodisotel, S.A. | 1.380 | 572 | 0 | 2.147 | 917 | 1 |
| Securisol, S.A. | (399) | (594) | ||||
| Sol Melia Deutschland, GMBH | 111 | 5.711 | 25 | 519 | 5.049 | 12 |
| Sol Melia France, S.A.S. | 487 | 1.825 | 10.630 | |||
| Sol Melia Italia, S.R.L. | 2.266 | 4 | 1.455 | 266 | 20 | |
| Sol Melia Perú | 778 | 486 | ||||
| Sol Melia Shanghai CO LTD | 250 | (724) | 235 | |||
| Tryp Mediterranee | 2.573 | 2.347 | ||||
| The Sol Group Corporation | 359 | 1.182 | (12.390) | 337 | 2.887 | |
| Other group companies | 1.564 | 3.331 | 2.115 | 119 | 4.811 | 2.727 |
| Impairment loss | (2.627) | (2.396) | ||||
| Total group companies | (23.702) | 44.161 | 8.347 | (24.505) | 41.715 | 5.885 |
| 31/12/2019 | 31/12/2018 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (thousand €) | Net inc. 2019 | Assets | Liabilit. | Net inc. 2018 | Assets | Liabilit. | ||||||
| Associates | ||||||||||||
| Altavista Hotelera, S. L. (J.V.) | (4.768) | 327 | 485 | (4.733) | 945 | |||||||
| Grupo Evertmel (J.V.) | 2.724 | 1.165 | 60 | 3.273 | 1.865 | 22 | ||||||
| Grupo Melcom (J.V.) | (5.265) | 728 | 5.384 | |||||||||
| Grupo Producciones de Parques (J.V.) | 1.573 | 804 | 14 | 1.619 | 907 | 12 | ||||||
| Meliá Zaragoza, S. L. (J.V.) | 50 | 133 | 6 | 37 | 229 | |||||||
| Nexprom, S.A. | 1.177 | 770 | 31 | 1.205 | 874 | 2 | ||||||
| Renasala, S.L. | 155 | 230 | 46 | |||||||||
| Starmel Hotels OP, S.L. (J.V.) | 3.225 | 1.699 | 54 | 3.230 | 1.764 | 48 | ||||||
| Starmel Hotels OP 2, S.L.U. (J.V.) | 784 | 134 | 5 | 1.024 | 438 | 4 | ||||||
| S'Argamassa Hotelera, S.L. | 688 | 223 | 9 | 552 | 146 | 3 | ||||||
| Turismo de Invierno, S.A. | 383 | 223 | 351 | 291 | ||||||||
| Other associates | 213 | 328 | 94 | 216 | 836 | 93 | ||||||
| Impairment loss | (29) | (29) | ||||||||||
| Total associates | 937 | 6.506 | 6.144 | 7.003 | 8.312 | 185 | ||||||
| Total | (22.765) | 50.667 | 14.491 | (17.502) | 50.026 | 6.070 |
(J.V.) Joint Ventures
Commercial transactions carried out with group companies, associates and joint ventures mainly relate to hotel management activities and other related services.
There follows a breakdown of the financing or the centralised management of treasury or dividends maintained by the group with group companies and associates at year-end 2019 and 2018:
| 31/12/2019 | 31/12/2018 | |||||
|---|---|---|---|---|---|---|
| (thousand €) | Net inc. 2019 | Assets | Liabilit. | Net inc. 2018 | Assets | Liabilit. |
| Group companies | ||||||
| Adprotel Strand, S.L. (J.V.) | 2.303 | 73.921 | 2.143 | 73.437 | ||
| Aparthotel Bosque, S.A. | 44 | 4.003 | 2.273 | 76 | 3.715 | 42 |
| Apartotel, S.A. | 1.602 | 487 | 2.461 | (19) | 569 | 3.165 |
| Bedbank Trading S.A. | 3.707 | 26.275 | 3.125 | |||
| Bisol Vallarta, S.A. | (1.898) | 43.139 | (1.539) | 33.054 | ||
| Cala Formentor, S.A. | (598) | 12.636 | (726) | 11.835 | ||
| Caribotels de México, S.A. de C.V. | 137 | 2.764 | 12 | 64 | 2.678 | 7 |
| Cibanco S.A. IBM Fideicomiso | 1.320 | |||||
| Colón Verona, S.A. | 378 | 16.714 | 385 | 16.936 | 819 | |
| Comunidad de Prop. Hotel Melia Sol y Nieve | 629 | 32.368 | 350 | 636 | 34.618 | |
| Corp. Hot. Hispano Mexicana, S.A. de C.V. | 206 | (409) | 341 | |||
| Desarrolladora del Norte, S.A. | (715) | 26.928 | 58 | 8.262 | ||
| Expamihso Spain, S.A.U. | (1.725) | 694 | 91.878 | (1.616) | 717 | 90.751 |
| Gesmesol, S.A. | 5.338 | 7 | 18.494 | 206 | ||
| Hogares Batle, S.A. | 69 | 3.639 | 109 | 67 | 3.732 | 121 |
| Hoteles Sol Meliá, S.L. | 30 | 6.413 | 1.034 | 850 | 302 | |
| Hotelpoint, S.L. | 18.164 | 6.947 | 33.066 | 28.183 | 6.818 | 37.307 |
| Inversiones Hoteleras La Jaquita, S.A. | 1.410 | 71.853 | 7.781 | 975 | 73.723 | 4.553 |
| Inversiones Inmobiliarias, IAR | 1.033 | 1.032 | ||||
| Inversiones y Explotaciones Turísticas, S.A. | 601 | 1.754 | 168 | |||
| Lomondo, LTD | 11.673 | 1.163 | ||||
| Londim France, S.A. | 13.370 | |||||
| London XXI LTD | 198 | 4.950 | 281 | 92 | 1.969 | 253 |
| Markserv, BV | (35) | 3 | 1.768 | 703 | 1.782 | |
| Meliá Brasil Administraçao H.E.C.LTDA. | 4.015 | 81.349 | 437 | 3.176 | 76.344 | 490 |
| Melia Europe & Middle East | 15 | 762 | 233 | 25 | 1.236 | 1 |
| MHI UK LTD | 3.155 | 10.811 | 10.763 | 10.198 | ||
| Naolinco Aviation, S.L. | 679 | 20 | 1.315 | 5 | ||
| Neale Expa Spain, S.A.U. | 28 | 1.429 | 1.245 | 11 | 2.156 | 738 |
| Network Investments Spain, S.A. | 699 | (7) | 70 | 156 | ||
| New Continent Ventures | 638 | 12.384 | 664 | 14.824 | ||
| Operadora Costa Risol | (68) | |||||
| Operadora Mesol | (33) | 4.323 | ||||
| Prodigios Interactivos, S.A. | (109) | 5.480 | 37.165 | 220 | 4.919 | 28.188 |
| Prodisotel, S.A. | (154) | 2.330 | 23.292 | (230) | 2.601 | 20.001 |
| Punta Cana Reservations, S.L. | (2.453) | 830 | 131.776 | (1.115) | 1.545 | 108.690 |
| Realizaciones Turisticas, S.A. | (1.995) | 767 | 105.348 | (1.884) | 736 | 104.649 |
| Sol Melia Deutschland, GMBH | 5.590 | 27.372 | 5.590 | 25.202 | ||
| Sol Melia Europe, B.V. | (772) | 32 | 4.506 | 2.186 | 4.249 | |
| Sol Melia France | 765 | 2.991 | 1.831 | 33 | ||
| Sol Melia Funding | 39.260 | 45.219 | ||||
| Sol M. Greece H. And T. Enterprises, S.A. | 2.534 | 884 | ||||
| Sol Melia Italia, S.R.L. | 46 | 2.198 | 10.708 | 2.338 | 151 | 1.219 |
| Sol Melia V.C. Dominicana, S.A. | 9.169 | 9.022 | ||||
| Sol Melia V.C. España, S.L. | 244 | 12.416 | 624 | 239 | 13.003 | 694 |
| Sol Melia V.C. Panamá, S.A. | 1.628 | 1.603 | ||||
| Sol Melia V.C. Puerto Rico | 4.237 | 3.606 | ||||
| Tenerife Sol, S.A. | (734) | 168 | 33.879 | (554) | 2.871 | 38.984 |
| The Sol Group Corporation | 91 | 1.904 | 3 | 53 | 1.827 | 3 |
| Other group companies | 2.180 | 4.367 | 10.634 | 7.170 | 3.339 | 10.688 |
| Total group companies | 39.555 | 426.748 | 621.172 | 111.381 | 428.797 | 544.079 |
| 31/12/2019 | 31/12/2018 | |||||
|---|---|---|---|---|---|---|
| (thousand €) | Net inc. 2019 | Assets | Liabilit. | Net inc. 2018 | Assets | Liabilit. |
| Associates | ||||||
| Altavista Hotelera, S.L. (J.V.) | 194 | 10.384 | 240 | 10.252 | ||
| Comunidad de Prop. Hotel Meliá Castilla | 1.603 | 339 | 1.481 | 178 | ||
| Detur Panamá, S.A. (J.V.) | 117 | 9.147 | 93 | 8.790 | ||
| Grupo Evertmel (J.V.) | 1.098 | 40.540 | 956 | 26.879 | ||
| Grupo Melcom (J.V.) | 861 | 37.368 | 1.122 | 619 | 37.304 | 1.122 |
| Grupo Producciones de Parques (J.V.) | 1.886 | (7) | 1.439 | |||
| Grupo Renasala (J.V.) | 501 | 20.248 | 674 | 2.385 | 21.958 | 1.724 |
| Grupo Starmel (J.V.) | 646 | 5.493 | 824 | 588 | 4.967 | 415 |
| Homasi, S.A.U. | 1.575 | |||||
| Meliá Zaragoza, S.L. (J.V.) | 96 | 13.206 | 245 | 1.027 | ||
| S'Argamassa Hotelera, S.L. | 14 | 114 | 29 | |||
| Other associates | 297 | 331 | 1.672 | 233 | 32 | 831 |
| Impairmente | (438) | (438) | ||||
| Total associates | 6.988 | 136.278 | 6.531 | 6.947 | 110.770 | 5.737 |
| Total | 46.543 | 563.026 | 627.703 | 118.328 | 539.567 | 549.816 |
(J.V.) Joint Ventures
The breakdown of assets and liabilities in group companies and associates, including currency, for years 2019 and 2018 is as follows:
| 31/12/2019 | 31/12/2018 | ||||
|---|---|---|---|---|---|
| (thousand €) | Assets | Liabilities | Assets | Liabilities | |
| Eur | 485.851 | 506.161 | 371.334 | 390.999 | |
| Usd | 48.358 | 121.148 | 154.722 | 157.578 | |
| Other currencies | 28.817 | 394 | 13.510 | 1.239 | |
| Total | 563.026 | 627.703 | 539.567 | 549.816 |
There follows a breakdown of the maturity dates of assets and liabilities in group companies and associates at yearend 2019 and 2018:
| 31/12/2019 | ||
|---|---|---|
| (thousand €) | Assets | Liabilities |
| 2020 | 162.070 | 135.917 |
| 2021 | 181.215 | 161.431 |
| 2022 | 27.931 | 18.986 |
| 2023 | 86.698 | 187.552 |
| 2024 | 83.567 | |
| 2025 and subseq. | 21.546 | 123.817 |
| Total | 563.026 | 627.703 |
For the purposes of optimising the financial resources generated, the Company performs centralised management of collections and payments between group companies through current account, including debit or credit balances, depending on the circumstances of each subsidiary, and the return thereof is made according to the needs. These balances accrue interest at market rates, which is settled annually based on the daily balance of the account, so such collections and payments are deemed to be financing flows in the cash flow statement. The interest rate applied in 2019 is 1.5% and 2018 was 2%.
Likewise, the Company has granted loans to certain subsidiaries which are intended to finance the activities pertaining to Meliá Group's companies. On the other hand, it has been granted loans by some of its subsidiaries with excess funds or whose main activity is to obtain financial resources for the Group.
Balances by type of transaction effected with significant shareholders are as follows:
| Name or corporate name of significant shareholder | Type of transaction | (thousand €) | ||
|---|---|---|---|---|
| 2019 | 2018 | |||
| Tulipa Inversiones 2018, S.A. | Receipt of services | 318 | ||
| Hoteles Mallorquines Asociados, S.L. | Receipt of services | 1.066 |
Remuneration and other benefits of directors and members of the senior management are as follows:
Attendance fees for meetings of the Board and delegated committees are as follows:
| (thousand €) | 2019 | 2018 |
|---|---|---|
| External independent directors | 536 | 476 |
| Mr. Juan Arena de la Mora | 67 | 79 |
| Mr. Luis María Díaz de Bustamante y Terminel | 114 | 108 |
| Mr. Fco Javier Campo García | 112 | 90 |
| Mr. Fernando D´Ornellas Silva | 132 | 115 |
| Mrs. Carina Szpilka Lazaro | 84 | 84 |
| Mrs. Mª Cristina Henriquez de Luna | 27 | |
| Proprietary directors | 213 | 219 |
| Mr. Gabriel Escarrer Juliá | 49 | 49 |
| Mr. Sebastián Escarrer Jaume | 49 | 54 |
| Mr. Juan Vives Cerdá | 10 | 44 |
| Hoteles Mallorquines Consolidados,S.A. | 78 | 72 |
| Hoteles Mallorquines Asociados, S.A. | 27 | |
| Other external directors | 42 | 81 |
| Mr. Alfredo Pastor Bodmer | 42 | 81 |
| Executive director | 54 | 54 |
| Mr. Gabriel Juan Escarrer Jaume | 54 | 54 |
| Total | 845 | 830 |
Remuneration of executive directors and senior management is as follows:
| DOMB | 1010 | ||||
|---|---|---|---|---|---|
| - 10 - 10 - | Status Resident | 1 | 100000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000 1 |
||
| D. Galated Juan Extrame Jacque | 11 | 1.400 | 1 | H | |
| 1100 000 000 00 | |||||
| 11.00 | 10.000 |
The Company has not assumed any obligation and has not made any advance payment nor granted any loans to directors.
The increase in variable remuneration in 2019 relates to the payment of long-term remunerations accrued in fulfilment of the milestones achieved in the 2016-2018 Strategic Plan.
The breakdown below relates to transactions between Meliá Hotels International, S.A. and the Company's directors or executives during 2019 and 2018:
| (thousand €) | Type of transaction | 2019 | 2018 |
|---|---|---|---|
| Mr. Juan Vives Cerda | Receipt of services | 3 | 5 |
| Mr. Juan Vives Cerda | Provisions of services | 158 | 263 |
The Company has arranged a civil liability policy (D&O) for the Group's directors and executives, under the terms and conditions that are common in insurance policies of this nature, with a premium for 2019 in the amount of EUR 100,842.5; EUR 91,289 in 2018.
Fees earned during the year by Deloitte, S.L., for the audit of the Company's accounts and other verification services amounted to EUR 155 thousand and EUR 97.5 thousand, respectively (fees for the audit of the consolidated annual accounts are not included).
In 2018, fees earned relating to accounts audit services and other verification services amounted to EUR 168 thousand and EUR 166 thousand, respectively (fees for the audit of the consolidated annual accounts were not included).
The Company has in place an Environmental Policy which is applicable to all group companies, due to the nature of the activity they develop and the high level of dependence on social and environmental factors, such as the climate and natural resources.
For this reason, it favours a hotel management model which makes progress towards decarbonisation, energy and water consumption efficiency, circular economy promotion and the direct involvement of stakeholders, with the innovation and implementation of impact measurement metrics.
To do that, a road map has been designed which includes the following commitments:
To boost a tourism model which makes progress towards carbon neutrality.
To continue to spread the strategy of energy production from renewable sources.
To support a circular hotel model as a lever to reduce waste, which encourages reuse and improves its management, thus reducing the impact of the activity at destination.
To consolidate the commitment to innovation applied to the environmental management of the Company's activity, Artificial Intelligence and impact metrics.
To reinforce the involvement of stakeholders in the achievement of commitments and shared goals, making them participants and involving them actively.
According to the requirements of Articles 229 and 230 of the Revised Text of the Spanish Law on Corporations, the members of the Board of Directors of Meliá Hotels International, S.A., confirmed that neither they, nor any persons with whom they have ties, as referred to in Article 231 of the aforesaid Law, carry out any activities on their own account or for third parties which may involve any effective competition, present or future, with the Company or which, in any way whatsoever, would place them in a position of permanent conflict with the interests thereof.
| Shareholder / Director | Number of direct or indirect voting rights |
% of total voting rights |
Position on the Board |
|---|---|---|---|
| Mr. Gabriel Escarrer Juliá | 11.542.525 | 5,0250% | Chairman |
| Hoteles Mallorquines Consolidados, S.A. | 53.700.867 | 23,3787% | Director |
| Hoteles Mallorquines Asociados S.A. | 30.333.066 | 13,2060% | Director |
| Mr. Juan Arena de La Mora | 1.000 | 0,0004% | Director |
| Mr. Luis Mª Díaz de Bustamante y Terminel | 300 | 0,0001% | Secretary and Director |
On 21 February 2020 the European Commission announced the decision ending the investigation initiated in 2017 (see Note 12.1), imposing a fine to the Company in the amount of EUR 6.7 million, amount for which full provision has been made at 31 December 2019.
Meliá Hotels International has always considered that the mentioned agreements did not have adverse effects for competition in the market and with this intention they were entered into. However, focusing on the interest of customers and partners of the Company, it was decided to fully cooperate with the European Commission from the beginning, as disclosed by the Commission in its notice. Meliá Hotels International is fully committed to the competition rules and the single European market, and following the initiation of this investigation all the internal compliance procedures were initiated to ensure that all its agreements comply with such rules.
The equity situation as at 31 December 2019, obtained from the annual accounts provided by the relevant companies, is as follows:
| Investment carrying Impairm. Net value value (thousand €) Shareholding Capital Reserves Result amount Group companies Adprotel Strand, S. L. (J.V.) 50,00% 69.537 2.174 5.370 38.541 76.068 (21.753) 54.315 Adrimelco Inversiones, S.L.U. 100,00% 3 (1) (0) 2 3 3 Apartotel, S.A. 99,79% 962 4.065 1.483 6.496 4.150 4.150 Aparthotel Bosque, S.A. 100,00% 1.659 7.346 1.353 10.358 9.497 9.497 Bedbank Trading, S.A. 100,00% 71 4.225 180 4.476 65 (65) Casino Tamarindos, S.A.U. 100,00% 3.005 (986) 108 2.127 13.532 (7.757) 5.775 Credit Control Corporation 100,00% 45 575 27 647 41 41 Colón Verona, S.A. 100,00% 15.000 9.440 3.255 27.695 43.075 (6.762) 36.313 Dorpan, S.L.U. 100,00% 1.202 321 30 1.553 1.623 1.623 Expamihso Spain, S.A.U. 100,00% 5.249 123.012 3.016 131.277 295 295 |
|---|
| Gesmesol, S.A. 100,00% 45 80.616 2.848 83.509 1.803 1.803 |
| Gestión Hotelera Turística Mesol, S.A. 100,00% 60 15 1 76 61 61 |
| Guarajuba Empreendimientos 100,00% 3.096 (1.359) (130) 1.607 8.755 (1.907) 6.848 |
| Gonpons Inversiones, S.L.U. 100,00% 3 (1) (0) 2 3 3 |
| Hogares Batle, S.A. 51,49% 1.482 304 (80) 878 2.036 (868) 1.168 |
| Hotelpoint, S.L. 100,00% 3 1 12.871 12.875 3 3 |
| Hoteles Meliá, S.L. 100,00% 3 2 (0) 5 10 10 |
| Hoteles Paradisus XXI, S.L. 100,00% 3 4 (0) 7 10 10 |
| Hoteles Sol Meliá, S.L. 100,00% 676 95.316 73 96.064 88.176 88.176 |
| Hoteles Sol, S.L. 100,00% 3 3 (0) 6 11 11 |
| Ilha Bela Gestao e Turismo, LTD. 100,00% 49 3.478 (137) 3.390 3.698 3.698 |
| Impulse Hotel Development, S.L.U. 100,00% 19 1.244 (36) 1.226 18 18 |
| Infinity Vacations Dominicana 0,03% 89.034 11.462 26.839 38 |
| Infinity Vacations, S.A. 0,01% 0 (7) (4) |
| Inversiones Areito, S.A.S. (*) 64,54% 12.224 (26.653) (6.151) (13.282) 25.513 25.513 |
| Inmotel Inversiones Italia, S.R.L. 100,00% 20 26.975 2.479 29.474 89.304 89.304 |
| Inversiones Hoteleras la Jaquita, S.A. 50,00% 51.767 30.906 (1.126) 40.773 32.568 32.568 |
| Inversiones Turísticas del Caribe, S.A. 100,00% 76 (76) 6 6 |
| Inversiones y Explotaciones Turísticas, S.A. 54,93% 8.937 54.718 14.548 42.957 12.742 12.742 |
| Markserv, B.V. 51,00% 36 8.224 19 4.222 1.503 (1.503) |
| Melia Europe & Middle East 100,00% 3 4 (293) (286) 3.707 (3.602) 105 |
| Melia Inversiones Americanas, N.V. 82,26% 26.673 604.277 2.468 521.050 186.120 186.120 |
| Meliá Vietnam CO 100,00% 770 (22) 749 777 777 |
| MHI UK LTD. 100,00% 0 35.366 (3.315) 32.051 40.321 40.321 |
| Naolinco Hoteles, S.L. 100,00% 3 (1) 2 1.355 (1.338) 17 |
| Operadora Mesol S.A. de C.V. 75,21% 8.514 1.057 (497) 6.825 4.219 4.219 |
| Prodigios Interactivos, S.A. 53,98% 42.216 34.016 14.143 48.785 35.718 35.718 |
| P.T. Sol Melia Indonesia 90,00% 63 122 219 363 76 76 |
| Punta Cana Reservations, S.L. 100,00% 5 163.443 2.491 165.940 8.277 8.277 |
| Realizaciones Turísticas, S.A. 95,97% 7.210 130.576 2.339 134.478 42.236 42.236 |
| René Egli, S.L.U. 100,00% 4 3.201 17 3.222 3.832 3.832 |
| Securisol, S.A. 100,00% 66 266 19 351 66 66 |
| Sol Group B.V. 100,00% 1.540 (488) (8) 1.045 1.529 1.529 |
| Sol Maninvest B.V. 100,00% 19 17.206 (296) 16.928 19 (31) (12) |
| Sol Melia Balkans E.A.D. 100,00% 51 372 774 1.196 51 51 |
| Sol Melia Deutschland, GMBH 100,00% 1.023 8.690 9.712 5.216 5.216 |
| Sol Melia Europe, B.V. 100,00% 1.500 812 128 2.440 1.500 1.500 |
| Sol Melia France S.A.S. 100,00% 49.800 5.055 2.870 57.726 49.801 49.801 |
| 100,00% 5.586 (3.747) 42 1.881 5.586 (3.655) 1.931 Sol M. Greece H. And T. Enterprises, S.A. |
| Sol Melia Italia S.R.L. 100,00% 100 2.819 1.358 4.276 3.880 3.880 |
| S.M. Hotel Manag. Shanghai S.M. 100,00% 5.192 (3.600) (110) 1.482 5.243 (2.730) 2.513 |
| Sol Melia Investment, N.V. 100,00% 23.795 23.542 (9) 47.327 58.183 |
| Sol Melia Luxembourg, SARL 100,00% 200 145 1.608 1.952 206 |
| Sol Melia VC Puerto Rico Corp. 100,00% 66.363 (61.892) (318) 4.153 60.921 (56.849) 4.072 |
| Tenerife Sol. S.A. 50,00% 2.765 70.259 (859) 36.083 1.386 |
| Third Project 2012, S.L. 100,00% 3 (0) (0) 2 3 3 |
| Tryp Mediterranee, S.A. 85,40% 407 (407) |
| Total group companies 507.730 1.458.153 98.273 1.626.732 935.207 (109.227) 825.980 |
| Accounting figures | Underlying | Investment | Impairmen | |||||
|---|---|---|---|---|---|---|---|---|
| (thousand €) | Shareholding | Capital | Reserves | Result | carrying amount |
value | t | Net value |
| Associates | ||||||||
| Altavista Hotelera, S.L. | 7,55% | 47.252 | 19.760 | 1.476 | 5.171 | 14.420 | (5.969) | 8.451 |
| Detur Panamá, S.A. (J.V.) | 32,72% | 12.497 | (29.571) | (1.561) | (6.097) | 4.406 | (4.406) | |
| Evertmel, S.L. (J.V.) | 49,00% | 35.157 | 16.039 | (1.205) | 24.496 | 38.126 | 38.126 | |
| Hellenic Hotel Management, S.A. | 40,00% | 587 | (776) | (76) | 245 | (245) | ||
| Homasi, S.A. | 35,00% | 18.220 | 76.760 | 9.836 | 36.685 | 48.953 | 48.953 | |
| Jamaica Devco, S.L. | 49,00% | 1.003 | (1.058) | (284) | (166) | 491 | 491 | |
| Meliá Zaragoza, S.L. (J.V.) | 50,00% | 6.820 | (14.202) | (2.951) | (5.167) | 8.067 | (8.067) | 0 |
| Mosaico, B.V. | 20,00% | 85 | 72 | (164) | (1) | 668 | 668 | |
| Nexprom, S.A. | 17,50% | 4.591 | 21.073 | 4.195 | 5.225 | 1.081 | 1.081 | |
| Plaza Puerta del Mar, S.A. | 12,30% | 9.000 | 9.052 | 3.432 | 2.643 | 1.804 | 1.804 | |
| Producciones de Parques, S.L. (J.V.) | 50,00% | 39.884 | (745) | (1.294) | 18.923 | 27.680 | 27.680 | |
| Promedro, S.A. | 20,00% | 1.635 | 76 | (9) | 340 | 328 | 328 | |
| Melcom Joint Venture, S.L. (J.V.) | 50,00% | 8.130 | 76.873 | (399) | 42.302 | 47.401 | (4.799) | 42.602 |
| Renasala, S.L. | 30,00% | 4 | 33.652 | 1.167 | 10.447 | 10.591 | 10.591 | |
| Sierra Parima, S.A.S. | 50,00% | 6.704 | 4.772 | (498) | 5.489 | 5.394 | ||
| Starmel Hotels JV, S.L. (J.V.) | 20,00% | 739 | 2.348 | (1.227) | 372 | 148 | 148 | |
| Turismo de Invierno, S.A. | 21,42% | 670 | 5.817 | 612 | 1.521 | 1.355 | 1.355 | |
| Total associates | 192.979 | 219.940 | 11.126 | 142.107 | 211.158 | (23.486) | 187.672 | |
| Total group companies and associates | 700.709 1.678.093 | 109.399 | 1.768.839 | 1.146.365 | (132.713) | 1.013.652 |
(*) The studies to determine the impairment losses of the shareholding in these group companies and as sociates are conducted taking into consideration the valuation of the trader companies of the hotels owned by these group companies and associates. (J.V.) Joint Ventures
OCULTAR LINEAS + COL
The equity situation as at 31 December 2018, obtained from the annual accounts prov ided by the relevant companies, was as follows:
| Accounting figures | Underlying | |||||||
|---|---|---|---|---|---|---|---|---|
| (thousand €) | Shareholding | Capital | Reserves | Result | carrying amount |
Investment value |
Impairment | Net value |
| Group companies | ||||||||
| Adprotel Strand, S. L. (J.V.) | 50,00% | 65.594 | (9.802) | 12.463 | 34.128 | 76.068 | (22.225) | 53.843 |
| Adrimelco Inversiones, S.L.U. | 100,00% | 3 | (1) | 2 | 3 | 3 | ||
| Almeldik, S.R.L.A.U. | 100,00% | 10 | 10 | 10 | 10 | |||
| Apartotel, S.A. | 99,79% | 962 | 4.065 | 1.648 | 6.661 | 4.150 | 4.150 | |
| Aparthotel Bosque, S.A. | 85,00% | 1.659 | 6.829 | 548 | 7.680 | 6.497 | 6.497 | |
| Bedbank Trading, S.A. | 100,00% | 70 | 7.007 | 682 | 7.759 | 65 | 65 | |
| Casino Tamarindos, S.A.U. | 100,00% | 3.005 | (883) | (121) | 2.001 | 13.532 | (7.757) | 5.775 |
| Credit Control Corporation | 100,00% | 44 | 800 | (238) | 606 | 41 | 41 | |
| Colón Verona, S.A. | 100,00% | 15.000 | 5.171 | 4.246 | 24.417 | 43.075 | (12.035) | 31.040 |
| Dorpan, S.L.U. | 100,00% | 1.202 | 291 | 30 | 1.523 | 1.623 | 1.623 | |
| Expamihso Spain, S.A.U. | 100,00% | 5.249 | 121.063 | 1.949 | 128.261 | 295 | 295 | |
| Gesmesol, S.A. | 100,00% | 44 | 78.794 | 5.217 | 84.055 | 1.803 | 1.803 | |
| Gestión Hotelera Turística Mesol, S.A. | 100,00% | 60 | 14 | 1 | 76 | 61 | 61 | |
| Guarajuba Empreendimientos | 100,00% | 3.161 | (1.269) | (119) | 1.773 | 8.755 | (1.907) | 6.848 |
| Gonpons Inversiones, S.L.U. | 100,00% | 3 | (1) | 2 | 3 | 3 | ||
| Hogares Batle, S.A. | 51,49% | 1.482 | 383 | (76) | 921 | 2.036 | (868) | 1.168 |
| Hotelpoint, S.L. | 100,00% | 3 | 2 | 21.475 | 21.480 | 3 | 3 | |
| Hoteles Meliá, S.L. | 100,00% | 3 | 2 | 5 | 10 | 10 | ||
| Hoteles Paradisus XXI, S.L. | 100,00% | 3 | 4 | 7 | 10 | 10 | ||
| Hoteles Sol Meliá, S.L. | 100,00% | 676 | 92.248 | 3.068 | 95.992 | 88.176 | 88.176 | |
| Hoteles Sol, S.L. | 100,00% | 3 | 4 | (1) | 6 | 11 | 11 | |
| Ilha Bela Gestao e Turismo, LTD. | 100,00% | 48 | 3.369 | 31 | 3.448 | 3.698 | 3.698 | |
| Impulse Hotel Development, B.V. | 100,00% | 19 | 1.480 | (236) | 1.263 | 18 | 18 | |
| Infinity Vacations Dominicana | 0,03% | 85.229 | (27) | 9.332 | 28 | 0 | 0 | |
| Infinity Vacations, S.A. | 0,01% | 0 | (2) | (5) | 0 | 0 | ||
| Inversiones Areito, S.A.S. (*) | 64,54% | 12.520 | (28.687) | 1.495 | (9.469) | 25.513 | 25.513 | |
| Inmotel Inversiones Italia, S.R.L. | 100,00% | 20 | 24.906 | 2.069 | 26.995 | 89.304 | 89.304 | |
| Inversiones Hoteleras la Jaquita, S.A. | 50,00% | 51.767 | 27.047 | 3.948 | 41.381 | 32.568 | 32.568 | |
| Inversiones Turísticas del Caribe, S.A. | 100,00% | 78 | (78) | 6 | 6 | |||
| Inversiones y Explotaciones Turísticas, S.A. | 55,31% | 8.937 | 46.750 | 7.925 | 35.184 | 12.742 | 12.742 | |
| Markserv, B.V. | 51,00% | 36 | 6.820 | 1.404 | 4.212 | 1.503 | (1.503) | 0 |
| Melia Europe & Middle East | 100,00% | 3 | 4 | (1.192) | (1.185) | 2.561 | (2.561) | |
| Melia Inversiones Americanas, N.V. | 82,26% | 26.673 | 560.058 | 44.219 | 519.019 | 186.120 | 186.120 | |
| MHI UK LTD. | 100,00% | 33.769 | (409) | 33.360 | 40.321 | 40.321 | ||
| Naolinco Hoteles, S.L. | 100,00% | 3 | (1) | (15) | (13) | 1.340 | (1.338) | 2 |
| Operadora Mesol S.A. de C.V. | 75,21% | 7.967 | 645 | 2.422 | 8.299 | 4.219 | 4.219 | |
| Prodigios Interactivos, S.A. | 53,98% | 42.216 | 30.254 | 11.182 | 45.156 | 35.718 | 35.718 | |
| P.T. Sol Melia Indonesia | 90,00% | 59 | 1 | 113 | 156 | 76 | 76 | |
| Punta Cana Reservations, S.L. | 100,00% | 5 | 177.330 | (13.886) | 163.449 | 8.277 | 8.277 | |
| Realizaciones Turísticas, S.A. | 95,97% | 7.210 | 128.173 | 2.431 | 132.260 | 42.236 | 42.236 | |
| René Egli, S.L.U. | 100,00% | 4 | 3.058 | 144 | 3.205 | 3.832 | 3.832 | |
| Securisol, S.A. | 100,00% | 66 | 197 | 64 | 327 | 66 | 66 | |
| Sierra Parima, S.A. | 100,00% | 5.886 | 5.183 | (296) | 10.773 | 14.300 | 14.300 | |
| Sol Group B.V. | 100,00% | 1.540 | (475) | (12) | 1.053 | 1.529 | 1.529 | |
| Sol Maninvest B.V. | 100,00% | 19 | 15.842 | 1.363 | 17.224 | 19 | (31) | (12) |
| Sol Melia Balkans E.A.D. | 100,00% | 51 | 365 | 926 | 1.342 | 51 | 51 | |
| Sol Melia Deutschland, GMBH | 100,00% | 1.023 | 6.438 | 7.461 | 5.216 | 5.216 | ||
| Sol Melia Europe, B.V. | 100,00% | 1.500 | 572 | 239 | 2.311 | 1.500 | 1.500 | |
| Sol Melia France S.A.S. | 100,00% | 49.800 | 5.055 | 1.876 | 56.731 | 49.801 | 49.801 | |
| Sol M. Greece H. And T. Enterprises, S.A. | 100,00% | 5.586 | (3.736) | (11) | 1.839 | 5.586 | (3.655) | 1.931 |
| Sol Melia Italia S.R.L. | 100,00% | 100 | 1.571 | 1.248 | 2.919 | 3.880 | 3.880 | |
| S.M. Hotel Manag. Shanghai S.M. | 100,00% | 5.172 | (3.732) | 146 | 1.586 | 5.243 | (2.730) | 2.513 |
| Sol Melia Investment N.V. | 100,00% | 23.795 | 23.670 | (128) | 47.337 | 58.176 | 58.176 | |
| Sol Melia Luxembourg SARL | 100,00% | 200 | 104 | 1.330 | 1.634 | 206 | 206 | |
| Sol Melia VC Puerto Rico Corp. | 100,00% | 64.863 | (82.818) | 22.325 | 4.370 | 60.921 | (51.635) | 9.286 |
| Tenerife Sol, S.A. | 50,00% | 2.765 | 64.415 | 5.849 | 36.514 | 1.386 | 1.386 | |
| Third Project 2012, S.L. | 100,00% | 3 | (1) | 2 | 3 | 3 | ||
| Tryp Mediterranee, S.A. | 85,40% | 407 | (407) | |||||
| Total group companies | 503.396 | 1.345.804 | 163.101 | 1.617.536 | 944.579 | (108.652) | 835.926 |
| Accounting figures | Underlying | Investment | ||||||
|---|---|---|---|---|---|---|---|---|
| (thousand €) | Shareholding | Capital | Reserves | Result | carrying amount |
value | Impairment | Net value |
| Associates | ||||||||
| Altavista Hotelera, S.L. | 7,55% | 47.252 | 15.310 | 4.450 | 5.059 | 14.420 | (5.969) | 8.451 |
| Detur Panamá, S.A. (J.V.) | 32,72% | 12.212 | (27.757) | (1.146) | (5.461) | 4.406 | (4.406) | |
| Evertmel, S.L. (J.V.) | 49,00% | 35.157 | 17.555 | (1.642) | 25.024 | 38.126 | 38.126 | |
| Hellenic Hotel Management, S.A. | 40,00% | 587 | (776) | (76) | 245 | (245) | ||
| Homasi, S.A. | 35,00% | 18.220 | 73.910 | 7.349 | 34.818 | 48.953 | 48.953 | |
| Jamaica Devco, S.L. | 49,00% | 1.003 | (613) | 770 | 568 | 491 | 491 | |
| Meliá Zaragoza, S.L. (J.V.) | 50,00% | 6.820 | (10.154) | (4.048) | (3.691) | 8.067 | (8.067) | |
| Mosaico, B.V. | 20,00% | 3.183 | (205) | 596 | 648 | 648 | ||
| Nexprom, S.A. | 17,50% | 4.591 | 18.107 | 3.923 | 4.659 | 1.081 | 1.081 | |
| Plaza Puerta del Mar, S.A. | 12,23% | 9.000 | 7.438 | 3.144 | 2.395 | 1.784 | 1.784 | |
| Producciones de Parques, S.L. (J.V.) | 50,00% | 39.884 | (392) | (110) | 19.691 | 27.680 | 27.680 | |
| Promedro, S.A. | 20,00% | 1.635 | 85 | (9) | 342 | 328 | 328 | |
| Melcom Joint Venture, S.L. (J.V.) | 50,00% | 8.130 | 76.203 | 670 | 42.502 | 47.401 | (6.240) | 41.161 |
| Renasala, S.L. | 30,00% | 4 | 33.439 | 2.397 | 10.752 | 10.591 | 10.591 | |
| Starmel Hotels JV, S.L. (J.V.) | 20,00% | 739 | 2.836 | (488) | 617 | 148 | 148 | |
| Turismo de Invierno, S.A. | 21,42% | 670 | 5.502 | 569 | 1.444 | 1.355 | 1.355 | |
| Total associates | 185.905 | 213.875 | 15.624 | 139.239 | 205.724 | (24.927) | 180.797 | |
| Total group companies and associates | 689.301 | 1.559.679 | 178.725 | 1.756.775 | 1.150.303 | (133.579) | 1.016.724 |
(*) The studies to determine the impairment losses of the shareholding in these group companies and associates are conducted taking into consideration the valuation of the trader companies of the hotels owned by these group companies and associates. (J.V.) Joint Ventures
There follows the list of Subsidiary companies, Associates and joint ventures of the Group as at 31 December 2019:
| HOTEL OPERATING COMPANIES | ADDRESS | COUNTRY | DIR S. | IND S. | TOTAL | |
|---|---|---|---|---|---|---|
| (A) (F1) APARTHOTEL BOSQUE, S. A. | Camilo José Cela, 5 (Palma de Mallorca) | Spain | 100,00% | 100,00% | ||
| (A) | ARESOL CABOS S.A. de C.V. | Km 19,5 Ctra. Cabo San Lucas (S.Jose del Cabo) | Mexico | 99,69% | 99,69% | |
| (A) | AYOSA HOTELES, S.L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 49,00% | 49,00% | |
| (A) | BISOL VALLARTA, S. A. de C. V. | Paseo de la Marina Sur (Puerto Vallarta) | Mexico | 99,68% | ||
| (A) | CALA FORMENTOR, S. A. de C. V. | Boulevard Kukulkan (Cancún) | Mexico | 0,01% 92,40% 7,29% |
99,69% 99,69% |
|
| (A) | CARIBOTELS DE MEXICO, S. A. de C. V. | Playa Santa Pilar, Aptdo 9 (Cozumel) | Mexico | 16,41% 29,63% |
||
| 53,70% | 99,74% | |||||
| (A) | CIBANCO SA IBM FIDEICOMISO EL MEDANO | Playa El Medano s/n, (Cabo San Lucas) | Mexico | 100,00% 100,00% | ||
| (A) (F1) COLÓN VERONA,S.A. | Canalejas, 1 (Sevilla) | Spain | 100,00% | 100,00% | ||
| COM.PROP. SOL Y NIEVE (*) | Plaza del Prado Llano (Sierra Nevada) | Spain | 93,27% | 93,27% | ||
| (A) | CORP.HOT.HISP.MEX., S. A. de C. V. | Boulevard Kukulkan km.12,5 (Cancún) | Mexico | 9,22% 90,47% |
99,69% | |
| (A) | CORP.HOTELERA METOR, S. A. | Faustino Sánchez Carrión s/n (Lima) | Peru | 75,87% | 75,87% | |
| (A) | DESARROLLOS SOL, S.A.S. | Lope de Vega, 4 (Santo Domingo) | Dom. Rep. | 61,79% | ||
| 20,25% | ||||||
| 17,66% | 99,69% | |||||
| (A) (F2) HOTEL ALEXANDER, S. A. S. | 20, Rue du sentier 75002 (Paris) | France | 100,00% 100,00% | |||
| (A) (F2) HOTEL COLBERT S.A.S. | 20, Rue du sentier 75002 (Paris) | France | 100,00% 100,00% | |||
| (A) (F2) HOTEL FRANÇOIS S.A.S. | 20, Rue du sentier 75002 (Paris) | France | 100,00% 100,00% | |||
| (A) (F2) HOTEL MADELEINE PALACE, S.A.S. | 8, Rue Cambon 75001 (Paris) | France | 100,00% 100,00% | |||
| (A) (F2) HOTEL ROYAL ALMA S.A.S. | 20, Rue du sentier 75002 (Paris) | France | 100,00% 100,00% | |||
| (A) | INFINITY VACATIONS DOMINICANA | Instal.Hotel Circle,Avda.Barceló,Bávaro (P.Cana) | Dom. Rep. | 0,03% | ||
| 99,97% 100,00% | ||||||
| INNSIDE VENTURES, LLC | 1029, Orange St. Wilmington (Delaware) | USA | 100,00% 100,00% | |||
| (A) (F7) INVERS. EXP. TURISTICAS, S. A. | Mauricio Legendre, 16 (Madrid) | Spain | 54,93% | 54,93% | ||
| (A) | INVERS. INMOB. IAR 1997, C. A. | Avenida Casanova con C/ El Recreo (Caracas) | Venezuela | 99,69% | 99,69% | |
| (A) | INVERSIONES AGARA, S.A. | Lope de Vega, 4 (Santo Domingo) | Dom. Rep. | 99,69% | 99,69% | |
| (A) | INVERSIONES AREITO, S.A. | Avda. Barceló, s/n (Bávaro) | Dom. Rep. | 64,54% | ||
| 35,46% 100,00% | ||||||
| (A) (F1) INV. HOTELERAS LA JAQUITA, S.A. | Avda. de los Océanos, s/n (Tenerife) | Spain | 49,07% | |||
| 50,00% | 99,07% | |||||
| LOMONDO Limited | Albany Street-Regents Park (Londres) | United Kingdom | 100,00% 100,00% | |||
| LONDON XXI Limited | 336-337 The Strand (Londres) | United Kingdom | 100,00% 100,00% | |||
| (A) | MELIÁ HOTELS INTERNATIONAL, S.A. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100,00% | ||
| MELIA HOTELS ORLANDO, LLC. | Brickell Avenue Suite 1000, 800 | USA | 50,00% | 50,00% | ||
| (A) (F1) PRODISOTEL, S.A. | Mauricio Legendre, 16 (Madrid) | Spain | 100,00% 100,00% | |||
| (A) (F1) REALIZACIONES TURÍSTICAS, S.A. | Mauricio Legendre, 16 (Madrid) | Spain | 95,97% | |||
| 0,30% | 96,27% | |||||
| (A) | S' ARGAMASSA HOTELERA S.L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 50,00% | 50,00% | |
| (A) | SOL MELIÁ DEUTSCHLAND, gmbh | Am Schimmersfeld 5 (Ratingen) | Germany | 100,00% | 100,00% | |
| (A) (F9) SOL MELIÁ ITALIA S.R.L. | Via Masaccio 19 (Milán) | Italy | 100,00% | 100,00% | ||
| SOL MELIÁ LUXEMBOURG, S.A.R.L. | 1 Park Dräi Eechelen, L1499 | Luxembourg | 100,00% | 100,00% | ||
| (A) (F1) TENERIFE SOL, S. A. | Playa de las Américas (Tenerife) | Spain | 50,00% | |||
| 47,99% | 97,99% |
| MANAGEMENT COMPANIES | ADDRESS | COUNTRY | DIR S. | IND S. | TOTAL | |
|---|---|---|---|---|---|---|
| (F1) APARTOTEL, S. A. | Mauricio Legendre, 16 (Madrid) | Spain | 99,79% | 99,79% | ||
| GESMESOL, S. A. | Elvira Méndez, 10 - Edif. Bco do Brasil | Panama | 100,00% | 100,00% | ||
| (A) | ILHA BELA GESTAÔ E TURISMO, Ltd. | 31 de Janeiro, 81 (Funchal - Madeira) | Portugal | 100,00% | 100,00% | |
| (F1) MARKSERV, B. V. | Strawinskylaan 915 WTC, Toren A,1077 XX (Amsterdam) | Netherlands | 51,00% | |||
| 49,00% 100,00% | ||||||
| MELIÁ BRASIL ADMINISTRAÇAO | Avenida Cidade Jardim, 1030 (Sao Paulo) | Brazil | 20,00% | |||
| 80,00% 100,00% | ||||||
| (A) | MELIÁ MANAGEMENT, S.A. | Lope de Vega, 4 (Santo Domingo) | Dom. Rep. | 100,00% 100,00% | ||
| MELIA VIETNAM COMPANY LIMITED | 13th Floor, Plaza Saigon Building, 39 Le Duan Street, Ben Vietnam | 100,00% 100,00% | ||||
| NEW CONTINENT VENTURES, Inc. | 800 Brickell Avenue Suite 1000 (Miami) | USA | 100,00% 100,00% | |||
| OPERADORA COSTARISOL, S.A. | Avenida Central, 8 (San José) | Costa Rica | 100,00% 100,00% | |||
| (A) | OPERADORA MESOL, S. A. de C. V. | Blvd. Kukulkan Km 16.5 No 1 T.5. Zona Hot (Cancún) | México | 75,21% | ||
| 24,79% 100,00% | ||||||
| PT SOL MELIÁ INDONESIA | Ed.Plaza Bapindo-Menara Mandiri Lt.16 | Indonesia | 90,00% | |||
| Jl.Jend.Sudirman Kav.54-55 (Jakarta) | 10,00% 100,00% | |||||
| (F1) SOL MANINVEST, B. V. | Strawinskylaan 915 WTC, Toren A,1077 XX (Amsterdam) | Netherlands | 100,00% | 100,00% | ||
| (A) | SOL MELIÁ BALKANS EAD | Región de Primorski,Golden-Sands-Varna | Bulgaria | 100,00% | 100,00% | |
| (A) | SOL MELIÁ HOTEL MANAG. SHANGHAI CO, LTD. | Suite 13-1A1,13th Floor,Hang Seng Bank Tower,1000 | China | 100,00% | 100,00% | |
| Lujiazui Ring Road (Shanghai) | ||||||
| SOL MELIÁ GREECE, HOTEL & TOURISTIC | 14th Chalkokondili Str & 28th October str (Atenas) | Greece | 100,00% | 100,00% | ||
| SOL MELIÁ PERÚ, S. A. | Av. Salaberri, 2599 (San Isidro - Lima) | Peru | 99,90% | |||
| 0,10% | 100,00% | |||||
| COMPANIES OF DIFFERENT ACTIVITIES (A) (F1) ADPROTEL STRAND, S.L. |
ADDRESS Mauricio Legendre, 16 (Madrid) |
COUNTRY Spain |
DIR S. 50,00% |
IND S. 25,00% |
TOTAL 75,00% |
|
| (A) | BAJA SERVICIOS ADMINISTRATIVOS S.A | Ctra Transpeninsular, km 19,5 (Los Cabos) | Mexico | 100,00% 100,00% | ||
| (F1) CASINO TAMARINDOS, S. A. | Retama, 3 (Las Palmas) | Spain | 100,00% | 100,00% | ||
| CREDIT CONTROL CORPORATION | Brickell Avenue, 800 (Miami) | USA | 100,00% | 100,00% | ||
| (F1) DORPAN, S. L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100,00% | 100,00% | ||
| GUARAJUBA EMPREENDIMENTOS, S.A. | Avda. Jorge Amado s/n, Bahía | Brazil | 100,00% | 100,00% | ||
| (F1) HOGARES BATLE, S.A. | Gremio Toneleros, 42 (Palma de Mca.) | Spain | 51,49% | |||
| 46,70% | 98,19% | |||||
| (A) (F2) HOTEL METROPOLITAN, S.A.S. | 20, Rue du sentier 75002 (Paris) | France | 100,00% 100,00% | |||
| (A) (F1) HOTELPOINT, S.L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100,00% | 100,00% | ||
| IMPACT HOSPITALITY V3NTURES, LLC | Celebration Place, 225 (Miami) | USA | 100,00% 100,00% | |||
| INFINITY VACATIONS S.A. DE C.V. | Bvld.Kukulcan Km 16,5 Benito Juarez (Cancún) | Mexico | 0,01% | |||
| 99,99% 100,00% | ||||||
| (A) | INMOBILIARIA DISTRITO CIAL., C. A. | Avda. venezuela con Casanova (Caracas) | Venezuela | 89,26% | 89,26% | |
| (F9) INMOTEL INVERS. ITALIA, S.R.L. | Via Pietro Mascagni, 14 (Milán) | Italy | 100,00% | 100,00% | ||
| (F1) MELIA EUROPE & MIDDLE EAST, S.L. | Gremio Toneleros, 24 (Palma de Mallorca) | España | 100,00% | 100,00% | ||
| (F1) NAOLINCO AVIATION,S.L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100,00% | 100,00% | ||
| (F1) NETWORK INVESTMENTS SPAIN, S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100,00% 100,00% | |||
| (A) (F1) PRODIGIOS INTERACTIVOS, S.A. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 53,98% | 46,02% 100,00% | ||
| (A) (F1) RENÉ EGLI, S.L.U. | Playa La Barca, Pájara (Las Palmas de G.Canaria) | Spain | 100,00% | 100,00% | ||
| (F1) SECURISOL, S. A. | Avda.Notario Alemany s/n Hotel Barbados (Calviá) | Spain | 100,00% | 100,00% | ||
| (A) | SEGUNDA FASE CORP. | Carretera 3, Intersecc. 955 (Rio Grande) | Puerto Rico | 100,00% 100,00% | ||
| (A) | SERVICIOS ARTEMISA, S.A.de C.V. | Boulevard Kukulkan Km 12 (Cancún) | Mexico | 100,00% 100,00% | ||
| (A) | SERVICIOS INTEGRALES DE PERSONAL IRIS, S.A.de C.V. Paseo de la Marina Sur (Puerto Vallarta) | Mexico | 100,00% 100,00% | |||
| (A) | SERVICIOS PERSONALES ORFEO, S.A.de C.V. | Boulevard Kukulkan Km 16,5 (Cancún) | Mexico | 100,00% 100,00% | ||
| (A) | SERVICIOS PITEO, S.A.de C.V. | Avda Tulum 200, Sm 4 (B.Juarez) | Mexico | 100,00% 100,00% | ||
| SOL CARIBE TOURS, S. A. | Vía Grecia - Edif. Alamanda 6B (Panamá) | Panama | 100,00% 100,00% | |||
| SOL GROUP CORPORATION | 800 Brickell Avenue, Suite 1000, FL, 33131 (Miami) | USA | 100,00% 100,00% | |||
| (F1) SOL MELIÁ EUROPE, B. V. | Strawinskylaan 915 WTC, Toren A,1077 XX (Amsterdam) | Netherlands | 100,00% | 100,00% | ||
| SOL MELIÁ FUNDING | Regatta Office Park West Bay Road P.O.Box 31106 | Cayman Islands | 100,00% 100,00% | |||
| (A) | SMVC DOMINICANA, S.A. | Lope de Vega, 4 (Santo Domingo) | Dom. Rep. | 100,00% 100,00% | ||
| (F1) SMVC ESPAÑA S.L. | Mauricio Legendre,16 (Madrid) | Spain | 100,00% 100,00% | |||
| (A) | SMVC MÉXICO, S.A de C.V. | Boluevard Kukulkan (Cancún) | Mexico | 100,00% 100,00% | ||
| SMVC PANAMÁ S.A. | Antigua escuela las Américas, Lago Gatún | Panama | 100,00% 100,00% | |||
| (F1) SMV NETWORK ESPAÑA, S.L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100,00% 100,00% | |||
| VACATION CLUB SERVICES INC. | Bickell Avenue, 800 (Miami) | USA | 100,00% 100,00% |
| HOLDING COMPANIES | ADDRESS | COUNTRY | DIR. S | IND S. | TOTAL | |
|---|---|---|---|---|---|---|
| (A) (F2) CADSTAR FRANCE, S.A.S. | 12, Rue du Mont Thabor (Paris) | France | 100,00% 100,00% | |||
| (F1) DESARROLLOS HOTELEROS SAN JUAN EXHOLD, S. L. | Sarria, 50, 08029 Barcelona | Spain | 99,69% | 99,69% | ||
| (F1) DOMINICAN INVESTMENTS, S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 99,69% | 99,69% | ||
| (F1) DOMINICAN MARKETING SERVICES, S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 65,73% | |||
| 33,96% | 99,69% | |||||
| (F1) EXPAMIHSO SPAIN. S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100,00% | 100,00% | ||
| (F1) FARANDOLE, B. V. | Strawinskylaan, 915 WTC (Amsterdam) | Netherlands | 99,69% | 99,69% | ||
| (F1) HOTEL ROOM MANAGEMENT, S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 99,69% | 99,69% | ||
| (F1) HOTELES SOL MELIÁ, S. L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100,00% | 100,00% | ||
| (F1) IMPULSE HOTEL DEVELOPMENT B.V. | Strawinskylaan 915 WTC, Toren A,1077 XX (Amsterdam) | Netherlands | 100,00% | 100,00% | ||
| (F1) INVERS. HOTELERAS LOS CABOS, S.A.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 99,69% | 99,69% | ||
| INVERS. TURIST. DEL CARIBE, S. A. | Lope de Vega, 4 (Santo Domingo) | Dom. Rep. | 100,00% | 100,00% | ||
| MELIÁ HOTELS INTERNAT. UK LIMITED | Albany Street , Regents Park, London NW1 3UP | United Kingdom100,00% | 100,00% | |||
| (F1) MIA EXHOL, S. A. | Sarria, 50, 08029 Barcelona | Spain | 82,26% | |||
| 17,43% | 99,69% | |||||
| (F1) NEALE EXPA SPAIN, S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 99,69% | 99,69% | ||
| (F1) PUNTA CANA RESERVATIONS, S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100,00% | 100,00% | ||
| (F1) SAN JUAN INVESTMENTS EXHOLD, S. L. | Sarria, 50, 08029 Barcelona | Spain | 99,69% | 99,69% | ||
| (F1) SOL GROUP, B. V. | Strawinskylaan 915 WTC, Toren A,1077 XX (Amsterdam) | Netherlands | 100,00% | 100,00% | ||
| (A) (F2) SOL MELIÁ FRANCE, S.A.S. | 20 Rue du Sentier (Paris) | France | 100,00% | 100,00% | ||
| (F1) SM INVESTMENT EXHOL, S. L. | Sarria, 50, 08029 Barcelona | Spain | 100,00% | 100,00% | ||
| SOL MELIA VACATION CLUB LLC. | Bickell Avenue, 800 (Miami) | USA | 100,00% 100,00% | |||
| COMPANIES WITH NO ACTIVITY | ADDRESS | COUNTRY | DIR. S | IND S. | TOTAL | |
| (F1) ADRIMELCO INVERSIONES, S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100,00% | 100,00% | ||
| BEDBANK TRADING, S.A. | Rue St.Pierre, 6A (Fribourg) | Switzerland | 100,00% | 100,00% | ||
| (A) | CASINO PARADISUS, S. A. | Playas de Bavaro (Higuey) | Dom. Rep. | 49,85% | 49,85% | |
| COMP. TUNISIENNE GEST. HOTELIÉRE | 18 Boulevard Khézama nº 44, 4051 Sousse (Túnez) | Tunisia | 100,00% 100,00% | |||
| (A) | DESARROLLADORA DEL NORTE, S. en C. | PMB 223, PO Box 43006, (Rio Grande) | Puerto Rico | 49,85% | ||
| 49,85% | 99,69% | |||||
| (F1) GEST.HOT.TURISTICA MESOL | Gremio Toneleros, 42 (Palma de Mallorca) | Spain | 100,00% | 100,00% | ||
| (F1) GONPONS INVERSIONES, S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100,00% | 100,00% | ||
| (F1) HOTELES MELIÁ, S. L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100,00% | 100,00% | ||
| (F1) HOTELES PARADISUS, S. L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100,00% | 100,00% | ||
| (F1) HOTELES SOL, S. L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100,00% | 100,00% | ||
| INVERSIONES INVERMONT, S. A. | Av. Venezuela, Edif. T. América (Caracas) | Venezuela | 100,00% 100,00% | |||
| (A) | SMVC PUERTO RICO | Sector Coco Beach, 200 Carretera 968 (Río Grande) | P.Rico | 100,00% | 100,00% | |
| SOL MELIA JAMAICA, LTD. | 21, East Street (Kingston CSO) | Jamaica | 100,00% | 100,00% | ||
| SOL MELIÁ MARROC, S.A.R.L. | Rue Idriss Al-Abkar, 4 - 1º Etage | Morocco | 100,00% 100,00% | |||
| (A) | SOL MELIÁ SERVICES, S. A. | Rue de Chantemerle (Friburgo) | Switzerlan | 100,00% 100,00% | ||
| (F1) THIRD PROJECT 2012, S. L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 100,00% | 100,00% | ||
| YAGODA INVERSIONES, S.L.U. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 50,00% | 50,00% |
(A) Audited companies
(F1) Companies included in the consolidated tax group together with Meliá Hotels International, S.A.
(F2) Companies included in the consolidated tax group together with Sol Meliá France, S.A.S.
(F7) Companies included in the consolidated tax group together with Inextur, S.A.
(F9) Companies included in the consolidated tax group together with Inmotel Inversiones Italia S.r.l.
(*) Shareholding in this company is through the ownership of apartments representing 93.27%.
| HOTEL OPERATING COMPANIES | ADDRESS | COUNTRY | DIR.S | IND. S | TOTAL | |
|---|---|---|---|---|---|---|
| (A) | COM. PROP. APARTOTEL MELIÁ CASTILLA (*) | Capitán Haya, 43 (Madrid) | Spain | 31,77% | ||
| 0,09% | 31,86% | |||||
| C.P.APARTOTEL M.COSTA DEL SOL (*) | Paseo Marítimo 11 (Torremolinos) | Spain | 2,79% | |||
| 18,75% | 21,54% | |||||
| DETUR PANAMÁ S. A. | Antigua Escuela Las Américas (Colón) | Panama | 32,72% | 17,21% | 49,93% | |
| (A) | (F3) STARMEL HOTELS OP, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 30,00% | 30,00% | |
| MELIÁ ZARAGOZA S.L. | Avenida César Augusto, 13 (Zaragoza) | Spain | 50,00% | 50,00% | ||
| (A) | NEXPROM, S. A. (JV) | Avda. del Lido s/n (Torremolinos) | Spain | 17,50% | ||
| 2,50% | 20,00% | |||||
| PLAZA PUERTA DEL MAR, S.A. | Plaza Puerta del Mar, 3 (Alicante) | Spain | 12,30% | |||
| 7,81% | 20,11% | |||||
| (A) | (F5) PRODUCCIONES DE PARQUES, S.L. (JV) | Avda. P.Vaquer Ramis , s/n (Calviá) | Spain | 50,00% | 50,00% | |
| (A) | (F4) STARMEL HOTELS OP 2, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 20,00% | 20,00% | |
| (A) | (F5) TERTIAN XXI, S.L.U. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 50,00% | 50,00% | |
| TURISMO DE INVIERNO, S.A. | Plaza Pradollano, s/n Sierra Nevada (Granada) | Spain | 21,42% | 21,42% | ||
| (A) | COMPANIES OWNING HOTELS (F7) ALTAVISTA HOTELERA, S.L. |
ADDRESS Avda. Pere IV, 272 (Barcelona) |
COUNTRY Spain |
DIR.S 7,55% |
IND. S | TOTAL |
| 41,19% | 48,74% | |||||
| EL RECREO PLAZA & CIA., C.A. (JV) | Avda.Fco.de Miranda Torre Oeste,15 Of.15(Caracas) Venezuela | 1,00% | ||||
| 18,94% | 19,94% | |||||
| (A) | (F6) EVERTMEL, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 49,00% | 49,00% | |
| (A) | FOURTH PROJECT 2012, S.L. | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 50,00% | 50,00% | |
| (A) | (F4) FUERTEVENTURA BEACH PROPERTY, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 20,00% | 20,00% | |
| MELIA HOTELS FLORIDA, LLC. (JV) | Brickell Avenue Suite 1000, 800 | USA | 50,00% | 50,00% | ||
| (F6) MONGAMENDA, S.L. (JV) | Alexandre Rosselló, 15 (Palma de Mallorca) | Spain | 49,00% | 49,00% | ||
| (A) | (F3) PALMANOVA BEACH PROPERTY, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 30,00% | 30,00% | |
| (A) | (F3) PUERTO DELCARMEN BEACH PROPERTY, S.L. (JV) Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 30,00% | 30,00% | ||
| (A) | (F3) SAN ANTONIO BEACH PROPERTY, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 30,00% | 30,00% | |
| (A) | (F4) SANTA EULALIA BEACH PROPERTY, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 20,00% | 20,00% | |
| (A) | (F3) TORREMOLINOS BEACH PROPERTY, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 30,00% | 30,00% | |
| (A) | (F8) PELÍCANOS PROPERTY, S.L.U. (JV) | C/ Recoletos 3, 1º (Madrid) | Spain | 50,00% | 50,00% | |
| (A) | (F8) BELLVER PROPERTY, S.L.U. (JV) | C/ Recoletos 3, 1º (Madrid) | Spain | 50,00% | 50,00% | |
| COMPANIES OF DIFFERENT ACTIVITIES | ADDRESS | COUNTRY | DIR.S | IND. S | TOTAL | |
| (F5) GOLF KATMANDU, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 50,00% | 50,00% | ||
| (A) | INVERSIONES GUIZA, S. A. | Avda. Lope de Vega, 4 (Sto. Domingo) | Dom. Rep. | 49,84% | 49,84% | |
| (A) | (F6) KIMEL MCA, S.L. (JV) JAMAICA DEVCO S.L. |
Gremio Toneleros, 24 (Palma de Mallorca) Gremio Toneleros, 24 (Palma de Mallorca) |
Spain Spain |
49,00% | 49,00% | 49,00% 49,00% |
| (A) | SIERRA PARIMA, S.A. | Avda. Barceló, s/n (Bávaro) | Dom. Rep. 50,00% | 50,00% | ||
| COMPANIES WITH NO ACTIVITY | ADDRESS | COUNTRY | DIR.S | IND. S | TOTAL | |
| HELLENIC HOTEL MANAGEMENT | Panepistimiou, 40 (Atenas) | Greece | 40,00% | 40,00% | ||
| HOLDING COMPANIES | ADDRESS | COUNTRY | DIR. S | IND. S | TOTAL | |
| (A) | (F4) STARMEL HOTELS JV, S.L. (JV) | Gremio Toneleros, 24 (Palma de Mallorca) | Spain | 20,00% | 20,00% | |
| EL RECREO PLAZA, C.A. (JV) | Avda.Fco.de Miranda Torre Oeste,15 Of.15(Caracas) Venezuela | 19,94% | 19,94% | |||
| MELIA HOTELS USA, LLC. (JV) | Brickell Avenue Suite 1000, 800 | USA | 50,00% | 50,00% | ||
| PROMEDRO, S. A. (JV) | Avda. del Lido s/n (Torremolinos) | Spain | 20,00% | 20,00% | ||
| (A) | (F3) RENASALA, S.L. (JV) | Zurbarán, 9 (Madrid) | Spain | 30,00% | 30,00% | |
| HOMASI, S.A. | C/ Cavanilles 15,Pl.baja (Madrid) | Spain | 34,99% | 34,99% | ||
| MOSAICO HOTELES, S. A. | C/ cavanilles, 15 - Bajo Madrid 28000 | Spain | 20,00% | 20,00% | ||
| MOSAICO, B.V. | Nieuwe Uitleg, 34, Den Haag | Netherlands20,00% | 20,00% | |||
| (F8) SISTEMAS RIBEY CLOUD, S.L.U. (JV) | C/ Recoletos 3, 1º (Madrid) | Spain | 50,00% | 50,00% | ||
| (F8) MELCOM JOINT VENTURE (JV) | C/ Recoletos 3, 1º (Madrid) | Spain | 50,00% | 50,00% |
(F4) Companies included in the consolidated tax group together with Starmel Hoteles JV, S.L.
(F5) Companies included in the consolidated tax group together with Producciones de Parques, S.L.
(F6) Companies included in the consolidated tax group together with Evertmel, S.L.
(F7) Companies included in the consolidated tax group together with Inextur, S.A.
(F8) Companies included in the consolidated tax group together with Proy.Corporativos Noah II, S.L.
(*) Shareholding in these companies is through the ownership of apartments representing 31.86% and 21.54%, respectively.
Cuentas Anuales
e Informe de Gestión Individuales Meliá Hotels International, S.A. ("the Company") is the parent company of the Meliá Hotels International Group ("the Group" or "the Company"), which is an integrated group of companies mainly engaged in tourism activities in general, and more specifically in the management and operation of hotels owned, rented, managed or "franchised" by it, as well as in asset management.
In any case, those activities that special laws reserve to companies that meet certain requirements that are not met by the Company are expressly excluded from the corporate purpose. In particular, all activities reserved by law for collective investment undertakings or brokerage firms in the securities market are excluded.
The operating segments that make up the Company's organizational structure and whose results are reviewed by the highest decision-making authority of the entity are detailed below:
The Company's organizational structure is detailed below:

The SET (Senior Executive Team) is the collegiate body that drives the day-to-day management of the business and the critical and continuous review of the business, ensuring compliance with the objectives defined by the Board of Directors and supporting the CEO in his management of the company.
The SET's key objectives are the day-to-day management of the business, ensuring the sustainable growth of its activity and the creation of value for shareholders, promoting the projects attributed to them, defining priorities and allocating the required resources while ensuring they achieve the objectives defined. The SET is also responsible for providing the Board of Directors with updated, objective and sufficient information to allow the Board to carry out its supervisory functions.
2019 has been a turbulent year for the tourism industry, but it continues to be one of the main drivers of growth in the world economy. Tourism GDP saw growth of 3.6% in 2019, slightly lower than the 3.9% achieved in 2018. Although the growth rate is lower than in previous years, we remain optimistic about the future, bearing in mind the transformation process that must be undertaken to adapt to rapid change in the business environment.
Among many other factors, this slowdown is due to geopolitical issues such as the worsening of relations between the United States and China, which have affected practically all the other countries in the world, with real effects between neighboring countries and regions; protests in Hong Kong and Latin America; political conflict in Catalonia; and the uncertainty caused by Brexit which still continues as the means in which it will be resolved remain unclear. All of this in a context in which the world economy is presenting the first signs of a slowdown and where we are also seeing the economic impact of climate change.
This situation has combined with other contingencies and events that have had a significant impact on the international tourism industry, such as the sargassum seaweed crisis on the Caribbean coast, the smear campaign that questioned security levels in the Dominican Republic or the collapse of the British tour operator, Thomas Cook, with important repercussions throughout the tourism industry value chain.
On the other hand, the so-called Greta Thunberg effect also went global in 2019, making climate change a priority issue on both public and private agendas and having an increasing impact on the decision-making process in companies, governments, investment funds and other key stakeholders in the tourism industry.
According to estimates by Exceltur, tourist activity in Spain ended 2019 with an increase of 1.5%, below the level of growth in Spanish GDP (2%), and the lowest figure since 2013, confirming the trend towards a progress ive stabilisation in the industry. Despite this low growth, in 2019 the tourism industry maintained its capacity to generate employment, creating about 65 thousand jobs in Spain, 3.5% higher than the previous year and 1.2 percentage points above other industries in the economy.
Despite the slowdown in the global economy, the outlook for the tourism industry in 2020 is favourable.
Forecasts point towards another good year for international tourist arrivals, which are estimated to grow by ar ound 40 million, 3% higher than 2019 and getting closer to the 2024 forecast of 1,600 million trips. According to the World Travel & Tourism Council (WTTC), the economic contribution of tourism will grow by 3.5% in 2020, contributing USD 3 billion to the global economy.
Despite these huge numbers for tourism forecasts for 2020, it is important to note that international tourism continues to have significant potential for future growth. The proportion of the world population that take part in international tourism is estimated at only 3.5%.
Europe will continue to be the most visited destination in the world, with expected total arrivals at around 700 million in 2020 and an estimated growth rate of 3%, although this is below the world average and so will lead to a loss in market share.
East Asia and the Pacific will grow at a rate of 6.5% and surpass America, allowing it to reach a market share of around 25%.
We also expect employment in the travel industry to grow and that the industry will contribute 34 1 million jobs by 2020 compared to 323 million in 2018. This would consolidate the leadership of the travel industry as a generator of employment and driver of the world economy.
However, favourable forecasts for travel must also be accompanied by a vital transformation of the current tourism model in the face of global challenges that will drive the future of the industry towards a more profitable, responsible and sustainable model.
As in previous periods, 2019 was a transition year for the company between the finalisation of its three-year strategic plan and the publication of its next strategic plan.
In line with the company's vision, the 2016-2018 strategic plan contained major objectives that acted as a beacon to everyone at Meliá Hotels International in driving the transformation processes that have prepared the ground for the new strategy:
A transformation process which focused on implementing projects as quickly as possible and ensuring changes were assimilated throughout the organisation. A management model where new technologies and tools allow management to make progress towards excellence and data management across the entire organisation.
In a similar fashion, the acquisition of new competencies and skills to face the new decade and, finally, the consolidation of our essence as a company, which allows our values to take root in new destinations and through the diversity of our team.
The progressive and orderly incorporation of recommendations on good governance has guided our activities over recent years. We have modified the regulations of our governing bodies, consolidated and strengthened our regulatory policies, aligned ourselves with the demands of our stakeholders, ensured a more company -wide culture to mitigate the impact of risks, and finally, appointed a Compliance Officer to help promote a culture of compliance that responds to global challenges.
Growth has consolidated our international presence, and we now operate in more than forty countries, with a portfolio of 388 business units and almost one hundred thousand rooms.
Our acknowledged experience in the resort hotel industry based on seven different brands, each with its own personality and each aimed at different customer types to respond to the expectations of increasingly demanding customer that seek new experiences that combine both business and leisure.
After the 2016-2018 Strategic Plan, and in an environment of increasing volatility, complexity and uncertainty, we faced two major challenges: on the one hand, to strengthen and optimise the basic drivers of value in the company, and on the other hand, to promote a growth model based on new premises.
To make this vision come true, we have taken on new commitments for the coming three years through a Strategic Plan that indicates the objectives we wish to achieve in 2022, as well as the key drivers and strategic areas where we need to act to achieve them. The motto for the Strategic Plan has thus been defined as: "Reinventing value", and the statement that defines its purpose as:
"To promote a transformation that makes the company more profitable and sustainable based on three fundamental drivers: the consolidation of our core values and strengths; efficiency, simplification and digitalisation; and a new strategy for responsible growth consistent with our vision."
The objective defined for 2022 is thus to provide differential value to our stakeholders, becoming a global benchmark in leisure and bleisure hotels through a profitable and agile business model focused on excellence and sustainability.
To achieve this, we will act in five key areas:
Each area contains several different projects that form the basis of our road map for the coming years, each being led by a multi-disciplinary and diverse work team with three key aims:
✓ Implement a new, coherent, profitable and responsible strategy which reinforces our core values and strengths
✓ To build a competitive operating model that guarantees the efficiency and professionalism of the services offered to our customers, business units and our other stakeholders through innovation, technology, more efficient processes and the commitment of our people
✓ To ensure our shareholders perceive the differential value this transformation brings to our business model

The evolution of the hotel business for the whole of the Company can be summarised in the following key indicators or KPIs, broken down by type of management:
| (millions of €) | 2019 | 2018 | Change (%) |
|---|---|---|---|
| Total Aggregate Revenues | 540,1 | 525,6 | 2,8% |
| Owned | 141,5 | 141,5 | |
| Leased | 398,7 | 384,2 | |
| Of which Room Revenues | 391,5 | 379,8 | 3,1% |
| Owned | 101,3 | 101,3 | |
| Leased | 290,2 | 278,5 | |
| EBITDAR | 149,8 | 137,7 | 8,8% |
| Owned | 34,7 | 32,0 | |
| Leased | 115,1 | 105,7 | |
| EBITDA | 137,8 | 40,4 | 241,1% |
| Owned | 34,7 | 32,0 | |
| Leased | 103,1 | 8,5 | |
| EBIT | 29,8 | 7,6 | 290,4% |
| Owned | 23,3 | 19,4 | |
| Leased | 6,5 | (11,8) |
The evolution of the hotel management model by type of income is summarised in the following table:
| (millions of €) | 2019 | 2018 | Change (%) | |
|---|---|---|---|---|
| Total Management Model Revenues | 93,8 | 96,2 | (2,6%) | |
| Owned and Leased Fees (*) | 72,2 | 77,2 | ||
| Other revenues | 21,5 | 19,0 | ||
| Total EBITDA Management Model | 43,2 | 36,1 | 19,7% | |
| Total EBIT Management Model | 43,2 | 36,1 |
(*) The Owned and Leased Fees caption includes the analytical fees for hotels operated by the Company and the fees billed to hotels operated by other Group companies.
| The evolution of Other businesses related to hotel management has been as follows: | |||||||
|---|---|---|---|---|---|---|---|
| -- | -- | -- | -- | -- | ------------------------------------------------------------------------------------ | -- | -- |
| (millions of €) | 2019 | 2018 | Change (%) |
|---|---|---|---|
| Revenues | 5,0 | 7,4 | (32,6%) |
| EBITDAR | 0,1 | 1,0 | |
| EBITDA | (0,1) | (0,2) | |
| EBIT | (0,1) | (0,3) |
The number of rooms available in 2019 and 2018 was 4,8 million.
In 2018, we optimised our regional structure to ensure a model which is better aligned with our strategic vision and the future growth of the company. The reorganisation was completed in 2019 with the merger of the Mediterranean and Spain regions under the same management structure, further centralising responsibilities in Spain under a single Regional VP and encouraging an organisational structure which is closer to the hotels and hotel operations.
• RevPAR (owned, leased and managed hotels) rose by +3,6% in 2019 compared to the previous year.
The moderate growth in Spain in 2019 is expected to continue through 2020 and 2021, with a gr owth rate of around 1.5% and moderate growth in employment and domestic demand accompanied by greater uncertainty about investment. The balance of payments indicates lower export growth and changes in inflation are expected to be moderate.
Recent improvements in public finances have benefited from the favourable evolution of macroeconomic conditions, although Spain still has high public debt ratios and must tackle pending issues such as low productivity, and improvements to skills and innovation as key drivers to improving its competitiveness.
In 2019, domestic demand was less dynamic than in recent years within a general context of increasing uncertainty. The constant creation of employment, wage increases, and low inflation have boosted the real disposable income of households and their saving capacity.
The services sector, which represents approximately 70% of Spanish GDP, continues to evolve favourably, after 68 months of continued growth, although growth decrease with respect to previous trends and st ands at around 1.1%.
The unemployment rate was around 13.7%, a percentage that unfortunately will not improve given the signs of economic slowdown that were already apparent in the final months of 2019. Business investment will be less dynamic but may be boosted by favourable financing conditions.
Once the uncertainty caused by Brexit has been overcome, the value of the British pound is expected to increase (+1.6%) until the end of 2020, which will favour the spending capacity of travellers in Spain, although accompanied by reduced economic growth (+1.1%) and consumption by families (+1.3%).
RevPAR compared to 2018 improved by +3,6% thanks increases in room rates, but weighed down by market developments in 2019 in the Canary Islands and Balearic Islands and the decrease in demand caused by the growing popularity of alternative destinations, adverse conditions in the German market, and a lower number of available flights.
The market evolution in the Canary Islands and Balearic Islands influenced the difference in performance between resort and city Hotels, with resorts seeing a RevPAR decrease of-1,6% compared to growth of +6,8% in city hotels. Highlights by area or city include:
Northern Spain: Very positive RevPAR performance driven by Madrid and Barcelona. Madrid, thanks to the impact of the Champions League Final and Eular, as well as the unplanned COP25 summit in December. Of note is the closure in stages of different floors at the Meliá Madrid Serrano, which meant there was a lower number of rooms available throughout most of the year. Barcelona grew thanks to a change in the trend in the hotel industry, achieving historic performance levels in 2019, highlighting the growth in RevPAR of the hotels in the centre of the city: Meliá Barcelona Sarriá, Meliá Barcelona Sky and the Hotel Barcelona Apolo.
Southern Spain: Hotels in the south saw RevPAR growth in both city hotels and resort hotels. The best performance was seen in hotels on the Costa del Sol, with excellent summer results, especially in August where stable occupancy was accompanied by qualitative growth in RevPAR. The best performance at the RevPAR level was achieved by city hotels due to the excellent performance of hotels in Seville where the Hotel Meliá Sevilla stood out.
Balearic Islands: Despite the negative performance caused by a decrease in demand for the destination that negatively impacted RevPAR in both city and resort hotels, an improvement was seen at the end of each four-month period, with the months of April, September, October and November being more positive. The positive results for these months were achieved through rate adjustments. Meliá Palma Marina performed well and with a positive rampup.
Canary Islands: negative performance in general, mainly affecting the islands of Gran Canaria and Tenerife, due to a decrease in demand and a decrease in flights from the main feeder markets, damaging both the Tour Operator and direct sales segments.
In 2019, no new hotels were added to the portfolio and three hotels were disaffiliated, one of them owned hotels after the sale of assets in Valencia (Tryp Azafata). The other disaffiliated hotels were Tryp Zaragoza and Tryp Indalo (Almería).
Currently, and thanks in large part to the early booking sales campaigns on Meliá.com, there is an improvement in the booking for the first quarter of 2020 of a medium single digit, leading us to expect an improvement on the results for 1Q 2019.
In the Canary Islands, although booking data shows some improvement over the previous year, the major positive impact is caused by the opening of Meliá Salinas, which was closed last year. The decrease in flights to the Canary Islands due to the closure of the Ryanair base and the collapse of the tour operator Thomas Cook, has not been taken up by other travel companies and this may have an impact on results in 2020. A decrease in flight is also expected in the first two months of the year from both the United Kingdom and Germany.
The impact of the health crisis in China caused by the coronavirus could also significantly affect both leisure and business trips to Spain, also putting at risk certain international events which have already been scheduled (Mobile World Congress in Barcelona).
Enhancing the talent of people at risk, developing their skills and offering young people opportunities is one of the Group's commitments. We support projects that develop the employability of people who are in a position to be able to develop their potential but require genuine opportunities to do so to be offered in the private sector.
2019 involved intense work in consolidating two major projects promoted by the regions with two leading partners. Firstly, the First Professional Experience, with the Pinardi Foundation. The project is now in its fifth year and has become a benchmark for how we can help reduce abandonment in education, opening opportunities for talented and motivated youngsters without any apparent opportunities.
Together with Pinardi we continue to combine training in technical know-how and values with work experience in hotels to better prepare people who are more qualified to face their first opportunity and work experience.
Secondly, Dual Training together with the Amadip Professional School, an organisation we have been working with since 2016, with which we share a commitment to future talent with a long -term vision, providing technical and practical know-how with a two-track approach. We believe that this training model will become a true driver of competitiveness to combat high rates of unemployment and academic failure in Spain through a three-year training programme.
Encouraging our business units and teams to promote a circular economy model and showing how companies can contribute to this is an area in which we have cooperated intensively with two different and complementary approaches.
We have joined Circular Hotels, a public-private alliance supported in the Balearic Islands (Spain) to promote transition by the hotel industry towards a circular economy model involving better waste management and reintegration into the economic cycle, thus minimising the environmental impact of waste.
The project together with TIRME, a private company that manages urban waste in Mallorca (Spain), involves several hotel companies and the agricultural sector, and includes the full cycle of food production and consumption, defining solutions that contribute to environmental sustainability based on an economic and tourism model that operates with limited resources due to the fact that Mallorca is an island.
The project has a direct impact on ten of the Sustainable Development Goals defined by the UN, with particular relevance in innovation, sustainable communities, responsible production and consumption, climate action and partnerships to achieve objectives.
The Palma Convention Centre and Meliá Palma Bay Hotel, a leading venue for international events, has launched several projects to contribute to the paradigm shift in the hotel industry based on a sustainable growth model that aims to:
Since 2018, we also support Circular Seas, a coast and seabed cleaning programme run by Coca Cola to encourage volunteer activities focused on the environment. The comprehensive and circular project is co-financed by The Coca-Cola Foundation and includes the recovery of natural spaces, citizen awareness campaigns and the scientific research and research on circular economies.
It is supported by the Spanish Ministry of Agriculture, Fisheries and Food through the General Secretariat of Fisheries, the Chelonia Association, Ecomar Foundation and Zero Discharges Association. It also has support fro m citizens through more than one hundred public and private organisations including local municipalities, social bodies, universities and associations.
Since then, we have taken part in seven volunteer days in which customers and employees had the chance to help collect plastic and micro-plastic waste on Spanish beaches in Sitges, Ibiza, Mallorca, Cadiz and Alicante.
Along with the help of significant business partners, this has helped us extend our commitment to protecting the environment and raise awareness among our customers and partners about the need to combat climate change and protect natural environments, essential for the development of more sustainable and responsible tourism.
The current climate emergency requires companies to make ambitious commitments, as seen during the COP25 summit held in Madrid in December 2019.
Meliá is well aware that society not only requires us to provide first-class service, but also to provide a responsible and sustainable service committed to the preservation of the planet. We have therefore set ourselves the challenge of becoming an international benchmark for excellence, responsibility and sustainability.
Our commitment is especially relevant given the nature of our activity and the importance of tourism to the world economy, as well as our high level of dependence on social and environmental factors such as the climate and natural resources.
In 2019, the top position achieved by Meliá in the Corporate Sustainability Assessment made by SAM (S&P Global), an international sustainability rating agency, placed us at the forefront of international efforts focused on sustainability.
2019 was an intense year regarding the adoption of measures and implementation of plans and actions that allow us to help combat climate change and its effects, following the public commitments we already made in 2015 after COP21 in Paris and in line with our own 360º Environmental Management Model.

We are aware of the challenges we face and have therefore designed a roadmap with the following commitments:
Impacts & Preventive Measures
| Impact or risk | Preventive measures | |||
|---|---|---|---|---|
| Construction, renov ation & operation |
• Alterations to the natural environment such as changes in soil use, deforestation, changes to water resources, soil degradation, water deficit stress, contributing to the loss of coral reefs in the area, etc. |
• Compliance with applicable urban planning and environmental regulations • Hotel design and construction manual with integrated sustainability criteria • Certified Energy Management System (ISO 50001) and Certified Environmental Management Systems (ISO 14001) |
||
| Use and management of consumables and natural resources |
• Contamination of soil, subsoil and sea water due to poor management of chemicals, fertilisers, pesticides, waste or sewage |
• Compliance with applicable urban planning and environmental regulations • Impact of inappropriate, excessive or unjustified use of natural resources in the destination • Responsible supply chain and acquisition of chemicals with low environmental impact • Training in waste management • Leakage management and safety protocols • Plastic reduction programmes • Investment in efficient energy and water equipment • Energy efficiency measures and raising awareness among employees and customers • Certified sustainable hotel management model |
||
| Emissions and externalities affecting the env ironment, flora and fauna |
• Emission of pollutants that are toxic or harmful to the atmosphere, as well as chemical-based atmospheric pollutants • Sound, light or electromagnetic radiation pollution: artificial light, vibrations or noise generated by a hotel which can affect the life cycle of different species and their habitat. • Greenhouse gas emissions as a result of the hotel activity |
• Compliance with applicable environmental regulations • Constant monitoring of energy resource consumption (SAVE) • Investment in efficient energy and water equipment, infrastructure and low-impact systems • Carbon footprint measurement • Efficient lighting systems with a low energy and light impact • Customer awareness about respect for local flora and fauna |
||
| Flora & fauna | • Introduction of invasive exotic species which can cause serious damage or imbalances in the local ecosystem • Alteration of local flora and fauna due to the number of people and inappropriate behaviour in high-value biodiversity areas |
• Design of gardens and wooded areas that respecting local diversity • No use of native animals or species as part of the hotel offer • Protection of local animals and plants and ecosystem recovery and cleaning actions • Customer and employee awareness about respect for local flora and fauna • Protection and conservation projects: partnership with Palma Aquarium |
Our employees are the fundamental drivers of unforgettable and unique customer experiences, delivered through excellent service, friendliness and warmth to help maintain our industry leadership. The professional development of our employees is therefore at the heart of our approach and, as a company, we aspire to a ssure we deliver to our employees the specific brand promise of each of our brands. This commitment is reflected in our Human Resources Policy.
The company's previous Strategic Plan began a process of cultural transformation that has reinforced our comprehensive people management model, our efficiency, productivity and competitiveness, all driven by the commitment and pride of belonging of our people.
Since then, we have worked on achieving this objective, promoting internal talent, generating opportunities for development and improving skills and competencies in an increasingly digital context that requires us to introduce new roles and functions to ensure we are more competitive. This allows us to face new and increasingly demanding and variable trends in the best possible conditions, while also being able to respond to our employees' expectations.
The new digital age requires that we continue to make progress in integrating new tools and skills that allow our people to evolve and adapt to the new business environment. To optimise their performance in an ecosystem that requires new skills, we support our team and inspire them to understand the key role they play in this change process while responding to their needs for development and growth.
In 2018, we took an important step in reinforcing preventive measures with the publication of our Occupational Health and Safety Policy, which places our people at the heart of preventative activity, promoting working methods that guarantee high levels of safety, health and well-being, and that support improvements in working conditions.
This policy completes the development we carry out through several occupational health and safety programmes and projects to improve work environments or nutrition, among others. This policy explicitly defines the guiding principles and commitments acquired by Meliá in regard to Occupational Health and Safety.
As it is our duty to ensure the health, well-being and protection of our employees in the workplace, we have prepared an Occupational Health and Safety Management System Manual based on the OH-SAS 18001 standard which also acts as a prevention plan, allowing the identification of requirements for ensuring the appropriate control of the risks to which our employees are exposed in their normal daily activity.
The Manual is also the basis of our preventative system and is adapted to our entire organisational structure, forming part of our general management system and also perfectly aligned with our quality and environmental systems. It also allows the progressive enhancement of current activities and procedures and correct organisational management in occupational health, defining the related functions, responsibilities and authority.
With regard to workplace health and safety procedures, the Manual defines twenty -five specific processes that, where appropriate, are also accompanied records and metrics such as the percentage of absenteeism, number of workplace accidents and their frequency, severity and average duration, and occupational diseases, all broken down by gender.
In addition, we also encourage healthy living habits among our teams, providing support, advice and activities that enable workplaces not only to comply with current regulations on prevention, but also encourage healthy lifestyles.
In 2019, we have made significant progress in this respect, having started the process of adapting our OHSAS 18001 occupational health and safety system to the criteria defined in the ISO 45001 standard, in parallel with certification under the World Health Organisation Healthy Work Environment Model. Meliá also forms part of the Spanish Association of Labour Prevention Services since 2019.
Meliá Hotels International has implemented a comprehensive risk management system considered a best practice in the industry according to the latest Corporate Sustainability Assessment made by the sustainable investment agency SAM (S&P Global). In addition to this, we constantly strive to foster a culture of control and risk management that provides confidence and transparency in our activities.
Our Risk Control Policy, approved by the Board of Directors and last updated in 2017, defines the basic principles and general framework for risk management. This Policy is further developed through Internal Regulations that define the rules, guidelines and criteria to be implemented in the Risk Management System to ensure its alignment with strategy.
Risk management is an activity that affects the entire company and is ultimately the responsibility of the Board of Directors and the Executive Committee, thus ensuring that all organisational units are involved and committed to risk management.
The company follows the Three Lines of Defence model to ensure effective risk management and control. According to this model:
Board of Directors: Responsible for approving the Risk Management Policy
Audit and Compliance Committee: Supervises internal control and risk management systems. The regular Committee meetings review detailed reports on the company's top risks.
Guarantees the inclusion of risk management in critical processes, assigning ownership of risks and monitoring their evolution.
This includes all the functions that have ownership of the identified risks and how they are managed.
These are the functions that monitor risks. Among them, the Risk Control and Compliance Department is responsible for:
This refers to the Internal Audit, which as a third line of defence oversees the appropriate functioning of the Risk Management System and the Crime Prevention and Detection Model, systematically carrying out different types of audits on the first and second line of defence.
As a guarantee of maximum Independence, both the Internal Audit Department and the Risk and Compliance Department, report directly to the Audit and Compliance Committee.
The Meliá Risk Management Model aims to ensure that the main risks that could affect the company's strategy and objectives are identified, analysed and assessed based on standardised criteria, and are managed and controlled systematically.
It is a company-wide model in which all the areas of the company are involved, and is aligned with the integrated framework of COSO Corporate Risk Management.

The Meliá Hotels International Group has identified a total of103 risks in the following categories:
Global Risks: Resulting from events not related to the company's actions and for which management capacity is more limited, such as natural disasters, geopolitical risks, etc.
Financial Risks: Those that affect financial variables of the business such as liquidity, credit, debt, interest rates, etc.
Business Risks: Resulting from the variables inherent to the business, such as strategy, reputation, competition and the market.
Operational Risks: : Relating to failures in internal processes and operations, human resources, customers, physical equipment or their inappropriateness.
Compliance Risks: Consequence of regulatory changes defined by the different regulators and/or non-compliance with applicable law, internal policies and regulations.
Information Risks: Related to events caused by the improper use, generation and communication of information.
The Risk Control Policy defines tolerance levels for the different risk categories.
In addition to these categories, the company uses other risk clas sifications to gather information and appropriately manage and monitor certain types of risk. In this sense, we may also consider:
The volatility, uncertainty and complexity of the current environment, together with other factors such as o ur operations in different countries, industries and markets, exposes us to new risks that are more difficult to anticipate and to quantify their impact or effect.
We consider these to be emerging risks and the company regularly analyses and monitors them in order to anticipate them as far as possible and/or ensure appropriate preparation to face them should they occur.
These emerging risks are linked to certain global changes such as:
Geopolitical changes and trends trends which involve political crises (Brexit, independence campaigns, radicalisation, terrorism, etc.), regulatory changes, trade wars, economic bubbles or general economic uncertainty.
Technological progress that, among other risks, includes the growing threat of cyber attacks, the questionable use of technology or technological obsolescence.
Changes in the environment that bring risks such as more frequent natural disasters, the depletion or scarcity of resources or a demand for environmental responsibility.
Socio-demographic trends such as the ageing population, lifestyle changes, etc. that have an impact on consumer behaviour.
The company constantly monitors and analyses available information to identify cause-effect relationships with other types of risks and the effect they have had on the business when they have happened in the past, and also to define protocols and mechanisms to be implemented to mitigate the negative effect they could have on the business if they happened in the future.
Of the 103 risks identified globally, two categories have been created to define those linked to ESG criteria (Environmental, Social & Governance) and those that have a potential impact on the commitments in our Human Rights Policy.

Note 5 of the financial statements provides additional information on the management of the financial risks to which the group's activities are exposed: market risk (exchange rate and interest rates), credit risk and liquidity risk.
As part of the new Strategic Plan 2020-2022, we are committed to creating a more agile operational model, standardising and digitalising all of our processes to improve efficiency and profitability and offer differential experiences for both internal and external customers.
In 2019, a year of transition between the Strategic Plan 2016-2018 and the new Strategic Plan, the Be Digital 360 programme was launched to consolidate Meliá's digital transformation, working with technology and people to design new operating models that optimise and simplify our processes and provide the company with an analytical capacity that adds value to the business.
In an initial phase, the programme is focused on two projects aimed at increasing process efficiency. On the one hand, reviewing and optimising the way things are done, and on the other hand implementing robotics, analytics and artificial intelligence technology to allow employees to focus on offering the best possible customer experience rather than on performing tasks that add little value.

Understanding the customer purchase process and how marketing actions influence their behaviour is key to improving their experience and allowing Meliá to optimise its marketing investments. With this objective in mind, we have developed an attribution model based on artificial intelligence using a Big Data platform that allows us to analyse the true impact of all our campaigns throughout the customer journey.
The Big Data platform has also helped us create predictive algorithms that use relevant customer information in different channels to personalise the experience in real time with content tailored to their needs.
The digital transformation in revenue management is extremely important, allowing us to personalise our response to the needs of different markets, market segments and customer profiles in each of our brands. A new rate structure has been defined and implemented using a cloud-based system to operate the new revenue and demand management model for each destination or hotel, with the corresponding Revenue Management System also installed in all hotels. All combined with the use of artificial intelligence to allow planned decision making and a medium-term vision based on real-time demand.
The decision to make the Contact Centre a strategic channel and the implementation of Meliá Assistant, a virtual assistant that uses artificial intelligence to facilitate customer interactions, represent a turning point in improving service efficiency, channel profitability and agent productivity.
The implementation of the Meliá Assistant was a significant milestone for the company, becoming one of the first hotel chains to connect Google Dialog Flow technology with our CTI/Switchboar d. In 2020 we will continue to work on using voice technology coherently across all customer contact channels and on personalising the Meliá Voice as an umbrella for the entire company Voice strategy.
After launching a new mobile app in 2018, 2019 was a year of spectacular growth in both sales and downloads, with three-digit percentage increases in both. We remain firmly committed to our mobile app as a tool for the most important interactions both during the booking and the hotel stay, as well as a source of inspiration, offering local guides to optimise the customer experience both inside and outside our hotels.
With Meliá.com, we worked on creating a much more efficient channel with numerous improvements in the user experience, allowing us to increase the conversion rate through greater personalisation and improved page download and transaction speeds. Greater speed was achieved through the migration of the website to a new technology platform, helping maximise agility, flexibility, scalability and the response to current demand from customers.
During its meeting of October 17, 2019, the Board of Directors of Meliá Hotels International S.A. agreed to buy back some of its own shares to reduce share capital subject to the capital reduction agreement adopted by the General Shareholders' Meeting held in the first half of 2020.
The programme is being carried out under the following conditions :
At the end of 2019, the amount acquired under the programme stood at 12.1 million euros, representing 1,621,057 shares.
In 2019 our shares lost 4.3% of their value while the Ibex 35 grew by +11.8%.

| 2019 | 2018 | |
|---|---|---|
| Number of shares (millions) | 229.70 | 229.7 |
| Average daily volume (thousands of shares) | 623.87 | 724.36 |
| Maximum price (euros) | 9.18 | 12.66 |
| Minimum price (euros) | 6.93 | 7.96 |
| Final price (euros) | 7.86 | 8.21 |
| Market capitalisation (millions of euros) | 1,805.44 | 1,885.84 |
| Dividend (euros) | 0.183 | 0.17 |
Shareholder remuneration policy aims to offer an attractive, predictable and sus tainable dividend over time. This policy is compatible with the maximum priority of ensuring a sufficient amount of resources to guarantee investments for the future growth of the company and value creation.
In line with this policy, in July 2019 the dividend paid out for the 2018 fiscal year was 0.1830 euros per share, a 30% payout. This was an increase of 8.9% over the amount paid in 2017.

The company has an Environmental Policy applicable to all group companies, given the nature of the activity carried out and given the high level of dependence on social and environmental factors, such as the climate and natural resources. This policy is detailed in note 18.2 to the financial statements.
As indicated in the corresponding note in the consolidated anual accounts, the average period of payment to suppliers of Meliá Hotels International, S.A. was 58,61 days in 2019, which compares with 53,25 days in 2018.
In 2019, the Company has monitored the ratios associated with the average period of payment to suppliers, as well as the administrative processes relating to the invoices from such suppliers and the capital own management, in order to reduce, as much as possible, the average period of payment to suppliers, according to the provisions of Law 15/2010 and any other applicable legislation in force. Thanks to this procedure, the number of days has been maintained below 60, as in the previous year.
Detailed in note 16.3 of the report.
On 21 February 2020 the European Commission announced the decision ending the investigation initiated in 2017 (see Note 12.1), imposing a fine to the Company in the amount of EUR 6.7 million, amount for which full provision has been made at 31 December 2019.
Meliá Hotels International has always considered that the mentioned agreements did not have adverse effects for competition in the market and with this intention they were entered into. However, focusing on the interest of customers and partners of the Company, it was decided to fully cooperate with the European Commission from the beginning, as disclosed by the Commission in its notice. Meliá Hotels International is fully committed to the competition rules and the single European market, and following the initiation of this investigation all the internal compliance procedures were initiated to ensure that all its agreements comply with such rules.
The model Annual Corporate Governance Report is presented below as an appendix.
ANNUAL CORPORATE GOVERNANCE REPORT 2019 TRANSLATION FOR INFORMATION PURPOSES ONLY ANNUAL CORPORATE GOVERNANCE REPORT 2019 TRANSLATION FOR INFORMATION PURPOSES ONLY
Year 2019 Year 2019
Ending date of reference financial period: 31/12/2019 Ending date of reference financial period: 31/12/2019
CIF: A78304516 CIF: A78304516
Registered name: MELIÁ HOTELS INTERNATIONAL S.A. Registered name: MELIÁ HOTELS INTERNATIONAL S.A.
Registered office: GREMIO DE TONELEROS, 24, POL. IND. SON CASTELLO (PALMA DE MALLORCA) BALEARES Registered office: GREMIO DE TONELEROS, 24, POL. IND. SON CASTELLO (PALMA DE MALLORCA) BALEARES
A.1 Complete the following table on the company's share capital:
| Date of last change | Share capital (€) | Number of shares | Number of voting rights |
|---|---|---|---|
| 25/04/2016 | 45,940,000.00 | 229,700,000 | 229,700,000 |
| Remarks |
|---|
Indicate whether there are different classes of shares with different rights attaching thereto:
YES ☐ NO ☒
| Class | Number of shares |
Nominal value per share |
Number of voting rights per share |
Vested rights and obligations |
|---|---|---|---|---|
A.2 Provide details of direct and indirect holders of significant shareholdings in the company at year end, excluding directors:
| Name or corporate name |
% of shares carrying voting rights |
% of voting rights through financial instruments |
% of total voting |
||
|---|---|---|---|---|---|
| of shareholder | Direct | Indirect | Direct | Indirect | rights |
| Hoteles Mallorquines Agrupados, S.L. |
10.388% | 10.388% | |||
| Global Alpha Capital Management Ltd |
3.02% | 3.02% |
Remarks
Breakdown of the indirect holding:
| Name or corporate name of indirect shareholder |
Name or corporate name of direct shareholder |
% of shares carrying voting rights |
% of voting rights through financial instruments |
% of total voting rights |
|---|---|---|---|---|
Remarks
Most significant movements
Global Alpha Capital Management Ltd. 09/12/2019 Increase to above 3% of Share Capital
| Name or corporate name of director |
% of shares carrying voting rights |
% of voting rights through financial instruments |
% of total voting rights |
% of voting rights that can be transmitted through financial instruments |
|||
|---|---|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | Direct | Indirect | ||
| Mr. Juan Arena De La Mora |
0.0004% | 0.0004% | |||||
| Hoteles Mallorquines Asociados, SL |
13.206% | 13.206% | |||||
| Mr. Gabriel Escarrer Juliá |
5.025% | 5.025% | |||||
| Mr. Luis María Díaz de Bustamante y Terminel |
0.0001% | 00001% | |||||
| Hoteles Mallorquines Consolidados, S.L. |
23.379% | 23.379% |
41,61%
| Name or corporate name of director |
Name or corporate name of direct shareholder |
% of shares carrying voting rights |
% of voting rights through financial instruments |
% of total voting rights |
% of voting rights that can be transmitted through financial instruments |
|---|---|---|---|---|---|
| Mr. Gabriel Escarrer Juliá |
Tulipa Inversiones 2018 S.A. |
5.025% | 5.025% |
Comments
A.4 Indicate, if applicable, any family, commercial, contractual or corporate relationships between significant shareholders to the extent they are known to the company, unless they are insignificant or result from the ordinary course of business, except those that are included in Section A.6:
| Name or corporate name of related party |
Type of relationship |
Brief description |
|---|---|---|
| Hoteles Mallorquines Agrupados, S.L. / Hoteles Mallorquines Asociados, S.L. / Hoteles Mallorquines Consolidados, S.L. |
Corporate | According to that indicated in the Significant Event dated 11 October 2018 (registered with number 270438), the companies Hoteles Mallorquines Consolidados, S.L., Hoteles Mallorquines Agrupados, S.L. and Hoteles Mallorquines Asociados, S.L., for the sole purpose of complying with the notification requirements for significant shareholdings, jointly notified the total percentage of voting rights in Meliá Hotels International, i.e. 46.972 %, resulting from the sum of their direct and individual shareholding in Meliá Hotels International (23.379%, 10.388% and 13.206%, respectively). The said notification of significant shareholdings stated that the members of the Escarrer family continue to hold 100% of the share capital (namely, Mr. Escarrer Juliá, his wife and their six children) and that there is no controlling shareholder in any of the companies, although, they have the same shareholders. |
A.5 If applicable, state the commercial, contractual or corporate relationships between significant shareholders and the company and/or its group, unless they are insignificant or result from the ordinary course of business:
| Name or corporate name of related party |
Type of relationship | Brief description: |
|---|---|---|
A.6 Describe the relationships, unless insignificant for the two parties, between significant shareholders or shareholders represented on the Board and the directors, or their representatives, in the case of proprietary directors.
Explain, where appropriate, how the significant shareholders are represented. Specifically, state those directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders, or those linked to significant shareholders and/or companies in its group, specifying the nature of such relationships or ties. In particular, mention the existence, identity and position of directors, or their representatives, as the case may be, of the listed company, who are, in turn, members of the Board of Directors or their representatives of companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders.
| Name or corporate name of related director or representative |
Name or corporate name of related significant shareholder |
Name of the group company of the significant shareholder |
Description of relationship / position |
|---|---|---|---|
| Mr. Gabriel Escarrer Juliá |
Tulipa Inversiones 2018, S.A. |
Mr. Gabriel Escarrer Juliá notified the control of 5.025% of the voting rights in Meliá Hotels International, S.A. indirectly, through the company Hotels Exlux, S.L.U. (currently Tulipa Inversiones 2018, S.A.) It should be also noted that Mr. Gabriel Escarrer Jaume and Mr. Sebastián Escarrer Jaume, without exercising control, are likewise minority shareholders of the significant shareholders of the company (Hoteles Mallorquines Asociados, S.L., Hoteles Mallorquines Agrupados, S.L. and Hoteles Mallorquines Consolidados, S.L.). The company Hotels Exlux, SLU, was acquired by its |
| sole shareholder |
|---|
| Majorcan Exhold SLU |
| which in turn has been |
| subsequently acquired |
| by its sole |
| shareholder,Tulipa |
| Inversiones 2018, SA |
| with effect date as at |
| December 2018 |
A.7 State whether any shareholders' agreements affecting the company pursuant to Articles 530 and 531 of the Ley de Sociedades de Capital (Spanish Corporate Enterprises Act) have been reported to the company. If so, briefly describe them and list the shareholders bound by the agreement:
| Parties to the shareholders' agreement |
% of share capital affected |
Brief description of the agreement |
Date of termination of the agreement, if applicable |
|---|---|---|---|
According to that indicated in the Significant Event dated 11 October 2018 (registered with number 270438), Mr. Gabriel Escarrer Juliá, Mrs. Ana María Jaume Vanrell and their six children (namely, Mrs. María Magdalena, Mrs. Ana María, Mrs. María Antonia, Mrs. María Mercedes, Mr. Sebastián and Mr. Gabriel Escarrer Jaume), in their capacity as direct or indirect shareholders of the commercial companies through which they hold interest in the share capital of Meliá Hotels International, S.A. (i.e., Hoteles Mallorquines Consolidados, S.L., Hoteles Mallorquines Agrupados, S.L., Hoteles Mallorquines Asociados, S.L. and Majorcan Hotels Exlux, S.L.U., (hereinafter, the "Commercial Companies"), notified the CNMV and the Company that a shareholders' agreement was executed on 5 October 2018, whose purpose was to reinforce, on a temporary basis, the majority system required to adopt a specific and limited number of resolutions by the General Shareholders' Meeting and the Board of Directors in Commercial Companies which affect some specific matters, with each of their signatories maintaining free vote and, therefore, without negotiation on the management of the Commercial Companies or Meliá Hotels International.
In the signatories' opinion, the Shareholders' Agreement does not have the status of an 'agreement subject to disclosure' within the meaning of Articles 530 and 534 of the Spanish Corporate Enterprises Act, and its registration with the Commercial Register is not required, although, for the sake of transparency, the signatories sent a copy of the Agreement to both Meliá Hotels International and the CNMW.
State whether the company is aware of any concerted actions among its shareholders. If so, provide a brief description:
| YES ☐ | NO ☒ | ||
|---|---|---|---|
| Parties to the concerted action |
% of share capital affected |
Brief description of the agreement |
Date of termination of the agreement, if applicable: |
According to that indicated in the Significant Event dated 11 October 2018 (registered with number 270438), as well as in the above remarks, after the execution of the said Shareholders' Agreement, there is no negotiation on the management of the Commercial Companies or Meliá Hotels International.
The company Majorcan Hotels Exlux S.L.U was acquired by its sole shareholder, Majorcan Exhold S.L.U, which in turn has been subsequently acquired by its sole shareholder, Tulipa Inversiones 2018, S.A., effective as at December 2018.
If any of the abovementioned agreements or concerted actions have been modified or terminated during the year, please specify expressly:
A.8 State whether any individual or company exercises or may exercise control over the company in accordance with Article 5 of the Ley de Mercados de Valores ("Spanish Securities Market Act"). If so, please identify them:
| YES ☐ | NO ☒ | |
|---|---|---|
| Name of individual or company | ||
| Remarks |
| Number of direct shares | Number of indirect shares (*) |
Total % of share capital |
|---|---|---|
| 3,440,825 | N/A | 1.498% |
By means of the Significant Event of 21 October 2019, registration number 282703, the agreement on behalf of its Board of Directors was communicated by the Company, to initiate a program of repurchase of own shares covered by (EU) Regulation No. 596 / 2014 of the European Parliament and its Council, of 16 April 2014, on market abuse and using the authorization granted by the General Meeting of Shareholders held on 4 June 2015, under item 12 of the Agenda.
During the 2019 financial year, the following stock purchase transactions have been notified under the program of repurchase of own shares under the following Significant Events: no 282908 of 28/10/2019, no 283246 of 04/11/2019, no283483 of 11/11/2019, no283722 of 18/11/2019, no283880 of 25/11/2019, no284052 of 02/12/2019, no284277 of 09/12/2019 and no284517 of 16/12/2019.
| Name or corporate name of the direct shareholder |
Number of direct shares |
|---|---|
| Total: | |
Remarks
A.10 Describe the terms and conditions and the duration of the authority currently in force given by the General Shareholders' Meeting to the Board of Directors in order to issue, repurchase, or dispose of treasury shares.
The General Shareholders' Meeting held on 4 June 2015 adopted, among others, the following resolution:
Authorisation to the Board of Directors which, in turn, may delegate and empower, as it deems appropriate, the Directors it deems appropriate, to acquire and dispose of treasury shares in the Company by sale, exchange, allotment of shares, or any other manner permitted by law, to the extent permitted by law, for a price which shall be not less than 90% or more than 110% of the closing price of the previous day's meeting and for a period of five years from the date of adoption of this resolution. All this subject to the limits and requirements laid down in the Spanish Corporate Enterprises Act and in the Company's Internal Code of Conduct on matters related to the Securities Market.
By means of the Significant Event of 21 October 2019, registration number 282703, the agreement on behalf of its Board of Directors was communicated by the Company, to initiate a program of repurchase of own shares covered by (EU) Regulation No. 596 / 2014 of the European Parliament and its Council, of 16 April 2014, on market abuse and using the authorization granted by the General Meeting of Shareholders held on 4 June 2015, under item 12 of the Agenda.
| % | |
|---|---|
| Estimated free float | |
| 99,882,316 shares | 43.48% |
A.12 State whether there are any restrictions (bylaw, legislative or of any other nature) placed on the transfer of shares and/or any restrictions on voting rights. In particular, state the existence of any type of restriction that may inhibit a takeover attempt of the company through acquisition of its shares on the market, and those systems for the prior authorisation or notification that may be applicable, under sector regulations, to acquisitions or transfers of the company's financial instruments.
Description of restrictions
A.13 State whether the shareholders acting at a general shareholders' meeting have approved the adoption of measures to neutralise a takeover bid pursuant to the provisions of Law 6/2007.
If applicable, explain the measures adopted and the terms under which these restrictions will cease to apply:
| Explain the measures approved and the terms under which these restrictions will cease to apply |
|---|
A.14 State whether the company has issued securities that are not traded on a regulated EU market.
YES ☐ NO ☒
If applicable, list the different classes of shares, if any, and the rights and obligations attaching to each class of shares.
List the different types of shares
B.1 Indicate and, as applicable, describe any differences between the quorum established by the Spanish Corporate Enterprises Act (or "LSC" according to its acronym in Spanish) for General Shareholders' Meeting and that set by the company.
| YES ☐ | NO ☒ | ||
|---|---|---|---|
| Number of direct shares |
% quorum different from that established in Article 193 LSC for general matters |
% quorum different from that established in Article 194 LSC for the special circumstances described in Article 194 LSC. |
|
| Quorum required at 1st call |
|||
| Quorum required at 2nd call |
Notwithstanding the above, article 24.4 of the Bylaws establishes that, in order that the General Shareholders' Meeting may validly approve the change in the object of the Company, the request for delisting of shares of the Company, or the transformation or winding up of the Company, shareholders representing FIFTY PERCENT (50%) of subscribed share capital with voting rights must be in attendance at the first call to the General Shareholders' Meeting, and at the second call, the attendance of shareholders representing TWENTY-FIVE PERCENT (25%) of the subscribed share capital with voting rights will suffice. The merger, as well as the demerger, either total or partial, segregation and global assignment of assets and liabilities of the Company will also require this quorum, except when such transactions involve companies that, either directly or indirectly, are majority owned by the Company, in which case the quorum required by the legislation in force at any given time for each case shall apply.
B.2 State whether there are any differences in the company's manner of adopting corporate resolutions and the manner for adopting corporate resolutions described by the LSC and, if so, explain:
YES ☒ NO ☐ Describe how it is different from that contained in the LSC.
| Number of direct shares |
Qualified majority other than that established in Article 201.2 LSC for the cases set forth in Article 194.1 LSC |
Other cases requiring a qualified majority |
|---|---|---|
| % established by the company for adoption of resolutions |
0.00% | 60.00% |
Pursuant to Article 28.2 of the Bylaws, in order that the General Shareholders' Meeting may validly approve the change in the Company's object, the request for delisting of the Company's shares, or the transformation or winding up of the Company, a favourable vote of SIXTY PERCENT (60%) of the share capital with voting rights present or represented at the General Shareholders' Meeting will be required, both at first and second call.
Nevertheless, when, at second call, the Shareholders representing less than FIFTY PERCENT (50%) of the subscribed share capital with voting rights are in attendance, the resolutions mentioned in this section may only be passed with the favourable vote of TWO THIRDS (2/3) of the share capital present or represented at the General Shareholders' Meeting.
The merger, as well as the demerger, either total or partial, segregation and global assignment of assets and liabilities of the Company will also require the favourable vote of the abovementioned qualified majority, except when said merger or demerger involves companies that, either directly or indirectly, are majority owned by the Company, in which case the general system provided for in Section 28.1 (simple majority of votes of shareholders present or represented at the meeting, except in those cases where the Law or the Bylaws require a higher majority) shall apply.
On the other hand, Article 28.3 of the Bylaws states that in order to change Articles 3 (Registered Address), 7 (Accounting Register of Shares and Register of Shareholders), 8 (Legitimation of Shareholders), 24.3 (Quorum), 24.4 (Special quorum), 28 (Majorities for the approval of resolutions), 33 (Appointments to the Board of Directors) and 38 (Delegation of powers) of the Company Bylaws, a favourable vote of at least SIXTY PERCENT (60%) of the
share capital with voting rights present or represented at the General Shareholders' Meeting will be required, both at first and second call.
According to Article 30.1.h) of the Bylaws, the General Shareholders' Meeting has the authority to approve any amendments to the Bylaws.
Pursuant to Article 24 of the Bylaws, the Ordinary or Extraordinary General Shareholders' Meeting shall be validly convened at first or second call when the shareholders in attendance or represented meet the legal and statutory minimum quorums regarding the percentage of share capital for the different matters on the Agenda according to current legislation.
Notwithstanding the foregoing, in order that the General Shareholders' Meeting may validly approve the change in the Company's object, the request for delisting of the Company's shares, or the transformation or winding up of the Company, shareholders representing fifty percent (50%) of the subscribed share capital with voting rights must be in attendance at the first call to the General Shareholders' Meeting. At the second call, the attendance of shareholders representing twenty-five (25%) of the subscribed share capital with voting rights will suffice.
According to Article 28 of the Bylaws, in order to approve the resolutions of the General Shareholders' Meeting, a simple majority of votes of shareholders present or represented at the Meeting will be required, except in the circumstances where the Law or the Bylaws provide for an increased majority. Therefore, in order that the General Shareholders' Meeting may validly approve the change in the Company's object, the request for delisting of the Company's shares, or the transformation or winding up of the Company, a favourable vote of sixty percent (60%) of the share capital with voting rights present or represented at the General Shareholders' Meeting will be required, both at first and second call. Nevertheless, when, at second call, shareholders representing less than fifty percent (50%) of the subscribed share capital with voting rights are in attendance, the resolutions mentioned in this section may only be passed with the favourable vote of two thirds (2/3) of the share capital present or represented at the General Shareholders' Meeting.
| Attendance data | Of which, free float | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Date of General Meeting |
% physicall y present |
% | % distance voting | % phys |
% distance voting | |||||
| presen t by proxy |
Electro nic voting |
Other | Total | icall y pres ent |
% present by proxy |
Electro nic voting |
Other | Total | ||
| 18/06/2019 | 52.43% | 10.37% | 0.00% | 14.03% | 76.83% | 0.02% | 10.37% | 0.00% | 14.03% | 24.42% |
| 06/06/2018 | 52.38% | 19.91% | 0.00% | 5.00% | 77.29% | 0.00% | 19.91% | 0.00% | 5.00% | 24.91% |
| 08/06/2017 | 52.50% | 35.15% | 0.00% | 0.00% | 8.65% | 0.00% | 35.15% | 0.00% | 0.00% | 35.15% |
| Remarks |
|---|
B.5. Indicate whether any item on the agenda of the General Shareholders' Meetings during the year has not been approved by the shareholders for any reason.
| YES ☐ | NO ☒ |
|---|---|
| Items on the agenda not approved | % votes against (*) |
(*) If the non-approval of the item is for a reason other than the votes against, this shall be explained in the text part and "n/a" shall be placed in the "% votes against" column.
B.6. Indicate whether the Bylaws contain any restrictions requiring a minimum number of shares to attend General Shareholders' Meetings, or on distance voting:
YES ☒ NO ☐
| Number of shares required to attend General Shareholders' Meetings |
300 |
|---|---|
| Number of shares required for distance voting | 1 |
An explanatory document regarding the exercise by the shareholders of information,
attendance and representation rights at the General Shareholders' Meeting is available on the Company's corporate website:
https://www.meliahotelsinternational.com/es/shareholdersAndInvestors/ShareholdersDo cs/2019/4.%20MHI_2019%20JGA_Documento%20informaci%C3%B3n%20derechos%20de%20in formaci%C3%B3n%20voto%20a%20distancia_Eng.pdf
B.7. Indicate whether it has been established that certain decisions other than those established by Law exist that entail an acquisition, disposal or contribution to another company of essential assets or other similar corporate transactions that must be subject to the approval of the General Shareholders' Meeting.
Explanation of the decisions that must be subject to the General Shareholders' Meeting, other than those established by Law
According to paragraph (j) of the article 30 of the Bylaws of the Company, the General Shareholders' Meeting has powers to "Approve the acquisition, disposal or contribution to another company of essential assets and transfer to subsidiary companies of essential activities carried out until then by the Company. Activities and assets are essential when the volume of the operation exceeds twenty-five per cent of the total assets in the balance sheet".
B.8 State the address and method for accessing the company's website to find information on corporate governance and other information regarding General Shareholders' Meetings that must be made available to shareholders through the company's website.
Address for accessing the company's website is: www.meliahotelsinternational.com, and the Company's corporate governance documentation is displayed by clicking on 'Shareholders and Investors' section, where the information on General Shareholders' Meetings is also included:
https://www.meliahotelsinternational.com/en/shareholders-investors/corporategovernance
| Maximum number of directors | 15 |
|---|---|
| Minimum number of directors | 5 |
| Total number of directors set by the General Shareholders' Meeting |
11 |
Remarks
| Name or corporate name of director |
Representative | Director category | Position on the Board |
First appointment date |
Last appointment date |
Election procedure | Date of birth |
|---|---|---|---|---|---|---|---|
| Mrs. Carina Szpilka Lázaro |
Independent | Director | 25/02/2016 | 23/06/2016 | Resolution at General Shareholders' Meeting |
13/12/1968 | |
| Mr. Fernando D'Ornellas Silva |
Independent | Coordinating Director |
13/06/2012 | 08/06/2017 | Resolution at General Shareholders' Meeting |
29/10/1957 | |
| Mr. Juan Arena De La Mora |
Independent | Director | 31/03/2009 | 06/06/2018 | Resolution at General Shareholders' Meeting |
23/09/1943 | |
| Hoteles Mallorquines Asociados SL |
Don Alfredo Pastor Bodmer |
Proprietary | Director | 18/06/2019 | 18/06/2019 | Resolution at General Shareholders' Meeting |
30/09/1944 |
| Mr. Gabriel Escarrer Juliá |
Proprietary | Chairman | 18/06/2019 | 18/06/2019 | Resolution at General Shareholders' Meeting |
02/03/1935 | |
| Mrs Cristina Henríquez de Luna Basagoiti |
Independent | Director | 18/06/2019 | 18/06/2019 | Resolution at General Shareholders' Meeting |
15/09/1966 | |
| Mr. Sebastián Escarrer Jaume |
Proprietary | Director | 07/02/1996 | 08/06/2017 | Resolution at General Shareholders' Meeting |
09/05/1966 |
| Mr. Gabriel Escarrer Jaume |
Executive | Vice Chairman - CEO |
07/04/1999 | 08/06/2017 | Resolution at General Shareholders' Meeting |
28/01/1971 | |
|---|---|---|---|---|---|---|---|
| Mr. Francisco Javier Campo García |
Independent | Director | 13/06/2012 | 08/06/2017 | Resolution at General Shareholders' Meeting |
01/05/1955 | |
| Mr. Luis Mª Diaz de Bustamante Terminel |
Independent | Secretary Director |
30/11/2010 | 08/06/2017 | Resolution at General Shareholders' Meeting |
25/08/1952 | |
| Hoteles Mallorquines Consolidados S.L. |
Mrs. María Antonia Escarrer Jaume |
Proprietary | Director | 23/10/2000 | 08/06/2017 | Resolution at General Shareholders' Meeting |
05/01/1963 |
| Total number of directors | 11 |
State if any directors, whether through resignation, dismissal or any other reason, have left the Board during the period subject to this report:
| Name or corporate name of director |
Director category at time of leaving |
Date of last appointment | Date director left |
Specialised committees of which he/she was a member |
Indicate whether the director left before the end of the term |
|---|---|---|---|---|---|
| Mr Juan Vives Cerdá | Propietary | 04/06/2015 | 18/06/2019 | Auditing and Compliance Commitee |
NO |
| Mr Alfredo Pastor Bodmer |
Other External | 04/06/2015 | 18/06/2019 | Auditing and Compliance Commitee |
NO |
Mr Juan Vives Cerdá left the Board as Propietary Director of the company on 18/06/2019 when his last appointment expired and his position on the Board of Directors was not renewed.
Mr Alfredo Pastor Bodmer terminated in the Company as External Director "others" on 18/06/2019 at the expiration of his last appointment, on that date he was appointed as Proprietary Director of the company at Hoteles Mallorquines Asociados SL, whose legal representative is Mr Alfredo Pastor Bodmer.
| Name or corporate name of director | Position held in the company's organisation chart | |||
|---|---|---|---|---|
| Mr. Gabriel Escarrer Jaume | Vice Chairman and Chief Executive Officer | |||
| Profile |
In 1993, Mr. Gabriel Escarrer Jaume graduated in Finance and Business Management from the prestigious Wharton School, University of Pennsylvania (USA). He then worked for 3 years in the International Corporate Finance Department at the Salomon Smith Barney Investment Bank in New York. From there, in 1996, he took part in the successful IPO of Meliá Hotels International, a company founded by his father, Mr. Gabriel Escarrer Juliá, which he joined immediately afterwards, simultaneously working on a tailored postgraduate degree in Business Administration at ESADE, one of the top ten business schools in Europe.
Mr. Gabriel Escarrer Jaume led a strong advance in the Company's expansion and technological transformation, providing Meliá with greater corporate strength in an increasingly complex environment in the international tourism sector. As Chief Executive Officer -position to which he was appointed in 1999-, Gabriel Escarrer addressed another important challenge when he launched an extensive renovation plan of the hotel assets, and since then, he has never stopped striving to ensure that Meliá continues to be at the forefront in the Spanish and international hotel sector and its growing presence and international influence
Escarrer combines a strong vision and financing approach, supported by its solid training and a career in the field that has led him to be appointed Chairman of the Advisory Council of BBVA in the Levante Region, with the vocation and concerns of a true "hotelier", such as customer focus, innovation in services and experiences, and he is a prescriber of the trends and digitalization that are transforming the industry and the general business environment.
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As Vice Chairman and Chief Executive Officer of Meliá Hotels International since 2009, Gabriel Escarrer has consolidated his leadership through the Company's financial strengthening and the management of an unprecedented cultural and organisational transformation, including a successful digital transformation of the Group, which today is one of the keys to its competitiveness.
In 2016, after 60 years at the helm of the Company, the founder became Non-Executive Chairman, transferring his executive powers to Gabriel Escarrer Jaume with the unanimous support of the Board of Directors. As the Group's first executive, Escarrer Jaume retains the positions of Vice-Chairman and CEO.
As a leader of a responsible, family company, Gabriel Escarrer has always promoted the corporate responsibility and sustainability policy in the social, economic and environmental aspects, as well as the ethics and corporate values that support the performance of a Company which, as the leader and a reference in the industry, has greater public visibility and responsibility.
Thanks to all this, Meliá has been recognized by the agency of the responsible investments SAM, as the 2019 Most Sustainable Hotel Company in the world, as per the ranking established by the prestigious Dow Jones Sustainability Index, leader in Corporate Reputation in the tourism industry according to the prestigious MERCO ranking (a recognition it has achieved for 7 consecutive years). . Escarrer is currently one of the emerging business leaders in his country, where Forbes magazine ranks him in the top 20 Spanish CEOs.
In January 2019, Gabriel Escarrer was named Chairman of Exceltur, the Alliance for Tourism Excellence and one of the most important lobbies in the country. As proof of its commitment to the renewal of the sector and its adaptation to current demands, Escarrer has promoted some of the largest projects for the conversion and repositioning of mature tourist destinations in Europe, such as Magaluf, in Mallorca, or Torremolinos in Malaga, and the maritime façade of Palma, among others, after assuming in 2017 the management of the new and spectacular "Palacio de Congresos" in Palma.
As the only Group of the top-20 international hoteliers with a holiday background, Melia has consolidated its leadership in the resorts segment and its growing positioning in the urban leisure or "bleisure" segment, and maintains among its priorities an unprecedented boost of internationalization, with a
special focus on the main holiday destinations in the world such as the Mediterranean, the Caribbean, Africa and Southeast Asia, where it is already among the leading hotel chains in countries such as Indonesia and Vietnam.
| Total number of executive directors | 1 |
|---|---|
| % of the Board | 9.09% |
| Name or corporate name of director | Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
|---|---|
| Mr. Gabriel Escarrer Juliá | Tulipa Inversiones 2018, S.A. |
| Profile |
In 1956 Mr. Gabriel Escarrer Juliá was only 21 years old when he founded what is now called the Meliá Hotels International group, by acquiring and managing a 60-room hotel on the island of Majorca, where he was born, and where he still maintains the headquarters of what has now become one of the most successful hotel companies in the world. Prior to that and for 6 years, Escarrer worked in tour operations, where he had access to the emerging tourism industry, of which he later became a visionary, pioneer and transforming entrepreneur.
Over his six decades as Chairman, the Group consolidated its leadership in Spain, hub of the vacation travel in Europe, which later was extended to the American Caribbean and Southeast Asia, where today the Group is still growing and is considered as one of the reference companies in the hotel sector. Over these years, Escarrer built strategic alliances that strengthened the Group's positioning in destinations such as Cuba and Indonesia, and in the 1990s, he extended the strategy to urban hotels in Spain, Europe, Asia and Americas, an approach that has led him to be considered one of the drivers of the internationalisation of the Spanish enterprise.
One decisive event in the history of the company took place in the 80s, when the Group founded by Escarrer acquired two of the most important hotel chains at that time in Europe: Hotasa and Meliá, which represented the incorporation of nearly 70 hotels in just one year. Thanks to this acquisition, the Group founded by Escarrer achieved national and international presence, as well as a valuable brand recognition.
In 1996, the Company's IPO marked a new stage of growth which was strengthened by the Group's strategic plans, and the debut of the second generation of family members in management, marking the beginning of a deep cultural transformation in the Group to address the challenges of the new business environment in the 21st century.
After emerging stronger from the financial crisis that shook the sector between 2008 and 2013, and after making sure that the Company was in safe hands, Mr. Gabriel Escarrer Juliá resigned its executive powers in December 2016, which were transferred to his son Mr. Gabriel Escarrer Jaume as Vice Chairman and Chief Executive Officer, with the founder becoming Non-Executive Chairman of the Board of Directors and the General Shareholders' Meeting.
As a result of its extensive experience in the tourism industry, Mr. Gabriel Escarrer Juliá has received numerous awards which demonstrate its important contribution to national and international hospitality. One of the most important for the founder of Meliá Hotels International was the granting of the Doctor Honoris Causa degree by the Universidad de les Illes Balears (UIB) in December 1988. In 1998 he received the "Personalidad Turística del Siglo" (Tourism Personality of the Century) award winning a large majority in a survey of 300 executives and professionals in the travel industry.
A year later, he obtained other 3 prestigious awards: "Mejor Empresario de la Construcción y Promoción Inmobiliaria" (Best Entrepreneur in Construction and Real Estate Promotion) awarded by the Máster en Dirección de Empresas Constructoras e Inmobiliarias (M.D.I.) and the 'Actualidad Económica' magazine; Corporate Hotelier of the World, awarded by the well-known American 'Hotels' magazine, and several Lifetime Achievement Awards from prestigious organisations such as the International Hotel Investment Forum, the World Tourism Organisation, or the European Hospitality Awards.
In May 2001, Escarrer was elected as member of the exclusive Hall of Fame of the British Travel Industry. His nomination was proposed and supported by some of the most important people in the international tourism industry, as well as relevant members of the Hall of Fame such as Martin Brackenbury (Federation of Tour Operators and Airtours), Richard Branson (Virgin), Michael Bishop (British Midland) and David Crossland (Airtours). That same year, the Chairman of Meliá Hotels International became member of the Hall of Honour at the Conrad N. Hilton of Hotel Management at the University of Houston (USA), sharing honours with Lynn & Ed Hogan (Pleasant Holidays), Alice Sheets Marriott (Marriott Corporation) and Marilyn Carlson Nelson (Carlson Companies.)
In 2002, Meliá Hotels International signed an agreement with the Universidad de las Illes Balears (UIB) for the creation of the "Cátedra Meliá de Estudios Turísticos" (Melia Chair in Tourism Studies) which, since then, organises an annual "Premio de Estudios Turísticos Gabriel Escarrer" (Gabriel Escarrer Tourism Studies Award).
Gabriel Escarrer received recognition to his professional career from the CIMET (Ibero-American Conference of Tourism Ministers and Entrepreneurs) and in 2006, coinciding with the 50th anniversary of the Company, he won the "Medalla de les Illes Balears" (Balearic Islands Medal), the highest distinction of the autonomous community, in recognition of his work, and the "Medalla de la Cámara de Comercio de Mallorca, Ibiza y Formentera " (Medal of the Chamber of Commerce of Majorca, Ibiza and Formentera). In 2011, Escarrer received the Lifetime Achievement Award at the European Hospitality Awards in London, also in recognition of his long career as the founder and promoter of the largest hotel chain in Spain and the third largest in Europe. In 2012 MKG also granted him a lifetime achievement award at the Worldwide Hospitality Awards in Paris, and he won the prestigious Ulysses Award from the OMT for his lifetime achievement. In 2016, Gabriel Escarrer received the Hall of Fame of the Hotel-E Investment Conference, one of the most important international hotel investment forums, and also received the distinction of Honorary Ambassador of Brand Spain.
Recognised as one of the key figures in the history of international tourism, Gabriel Escarrer, as Non-Executive Chairman of Meliá Hotels International and Chairman of the Board of Directors and the General Shareholders' Meeting, is still contributing the expertise and know-how acquired over more than 60 years leading the company, and he is still dreaming about the transforming power of tourism in society, an industry that, in his words, "connects countries, crosses borders, and promotes people's social and economic welfare".
| Name or corporate name of director | Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
|
|---|---|---|
| Hoteles Mallorquines Asociados SL legal representative Mr Alfredo Pastor Bodmer |
Hoteles Mallorquines Asociados, S.L. | |
| Profile | ||
| Bachelors Degree in Economic Sciences Ph D in Economics, Massachusetts Institute of Technology, Doctor in Economic Sciences. Professor of Economic | ||
| Theory since 1976, he has held different positions since 1980 as Professor of Economics, Boston University (1980-1981), Country Economist, World Bank | ||
| (1981-1983), Director in Planning , INI (1983-84), Director General, INI (1984-85), Chairman, ENHER (1985-90), Counselor of the Bank of Spain (1990-93), | ||
| Director of the Family Business Institute (1992-93), Secretary of State for the Economy (1993 - 95), Director Instituto de la Empresa Familiar (IESE): | ||
| Extraordinary Professor (1996-97) and Ordinary Professor (1997 - 2015); Chair of Spain, CEIBS (since 2000), Dean of CEIBS (China Europe International | ||
| Business School), Shanghai, China (2001-2004), Chair of Emerging Economies, Banco Sabadell, 2009. | ||
| He is currently a member of the Board of Directors of Meliá Hoteles International, Copcisa and Bansabadell Inversión, having previously been part of other |
Boards such as of Miquel y Costas e Hidroeléctrica del Cantábrico, among others. Author of multiple publications, he received in 2011 the Conde de Godó Award.
| Name or corporate name of director | Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
|
|---|---|---|
| Mr. Sebastián Escarrer Jaume | Hoteles Mallorquines Agrupados, S.L. | |
| Profile | ||
Sebastián Escarrer is a member of Wharton Board of Overseers since 2013 and he was Chairman of Wharton Board for EMEA (Europe, Africa and Middle East) between 2009 and 2015. Chairman of the Spanish Executive Committee of the International Chamber of Commerce, as well as member of the Commission on Corporate Responsibility and Anti-Corruption and the Executive Board Policy and Commissions Committee. He was Vice-Chairman of Exceltur between 2012 and 2016 - the Spanish Tourist Lobby-, Chairman of APD Illes Balears and also member of the governing national board. Escarrer is a member of the Premium Brands Fund Advisory Board of the Swiss Bank Pictet and a member of the Advisory Board of Caixabank in the Balearic Islands.
As a leader engaged in the fields of tourism, business ethics, education and social responsibility, he is committed to combating the current social and values crisis. Accordingly, he is an active member of various Foundations committed to the improvement of our society, such as the Fundación SERES and the "Fundación Princesa de Girona", being a member of the Board of Trustees, the Auditing Committee, the Executive Committee of the Board of Trustees and responsible for the Working Group on Education of the said foundation.
He is graduate from ICADE and Master from Wharton of the University of Pennsylvania with three Majors: Business Strategy, Finance and Multinational Management. He worked for several multinationals in USA and London, such as Coca-Cola Corporation (Boston), IBM Corporation (New York), First Boston Corporation (New York and London) Hyatt International (London) or The Mac Gemini Group (Madrid).
Sebastián Escarrer is member of the Board of Directors of Meliá Hotels International with 19 years of experience as executive for the multinational, joining the family business in 1993. In 1994 he was appointed Chief Executive Officer, a position he held for 16 years while in 1997, he was appointed as Vice-Chairman of Sol Meliá for 15 years. During those years he led the refinancing of Sol Group, its transformation into Sol Meliá and the successful IPO of the Company in 1996. He also led various key processes for the growth and strengthening of the Company, such as the diversification of the business and the creation and incorporation of new brands.
Sebastián Escarrer has won several awards for his career in the tourism and financial industries, including his designation as one of the 100 leading businessmen of the 21st century by the 9 World Economic Forum in Davos. Also, in 1997 the prestigious American magazine 'Travel Agent' selected him as Personality of the Year in Latin America, and a year later named him Personality of the Year in Europe. In 2002, Sebastián Escarrer won the "Mejor Empresario de Baleares" (Best Entrepreneur of Balearic Islands) award granted by the magazine 'Actualidad Económica'. In 2018 he received the award "Merchant of Peace" of the International Chamber of Commerce.
| Name or corporate name of director | Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
||
|---|---|---|---|
| Hoteles Mallorquines Consolidados, S.L. Mrs. María Antonia Escarrer Jaume, natural person representative |
Hoteles Mallorquines Consolidados S.L. | ||
| Profile | |||
| Mrs. María Antonia Escarrer Jaume studied in prestigious schools such as ESASDE, EADA and Cornell University, where he completed studies related mainly | |||
| to Marketing and Human Resources. She specialised in the development of leadership and managerial competencies, promoting programmes of | |||
| Management Development, Leadership, Marketing and Negotiation. Trained by the IE Business School as an executive coach and as an ontological Senior | |||
| Coach by Newfield Consulting, she is ACC accredited by ICF (International Coaching Federation). | |||
| Maria Antonia Escarrer held various positions at Melia, innovating policies and business processes. From 1991 to 1994 she joined the General Directorate | |||
| of Marketing, period in which she implemented the Communication, Loyalty and Market Research policy, as well as the introduction of Marketing plans | |||
| into the business units. | |||
| From 1996 to April 2000 she was in charge of the General Directorate of Human Resources, she was involved in the introduction of performance and | |||
| competency-based management as well as the definition, implementation and development of the different aspects of the Company's remuneration policies. She participated in the design of training and career plans and the implementation and coordination of all aspects related to the organisational |
|||
| structure. | |||
| Between 2005 and 2011, she was responsible for the General Directorate of Sustainability, developing the social action department towards a General | |||
| Directorate of Sustainability and making sustainability as a strategic line of action within the Company. Since October 2000, she is member of the Board | |||
| of Directors of Meliá Hotels International and the Appointments and Remuneration Committee. | |||
| She is also an expert in Transpersonal Mindfulness by the Escuela Transpersonal. | |||
| Currently and since 2012, she works as coach at an executive and personal level specialised in accompanying professionals in times of career change as | |||
| well as in the development of managerial skills. | |||
| Total number of proprietary directors | 4 | |
|---|---|---|
| % of the Board | 36.36% | |
| Remarks | ||
Mrs. Carina Szpilka Lázaro
Degree in Economic and Business Sciences from ICADE E-2 and Executive MBA from Instituto de Empresa in Madrid.
She has held positions at Santander Investment, Argentaria (currently, BBVA) and ING Direct between 1991 and 2013, being the CEO of ING Direct in France for the last five years and then in Spain.
She has also developed her activity as volunteer as Vice-Chairman of Unicef Spain and as member of the Board of Trustees of Fundación Create.
She is currently Independent Director of Abanca, Grifols and Meliá Hotels International; founding member and Chairman of K Fund Venture Capital and Chairman of ADigital.
She has received numerous awards, including: "Mujer Directiva del Año" (Female Director of the Year) award, Fedepe (2011), "Premio a la carrera fulgurante" (The Brilliant Career Award), ICADE (2012), "Medalla de oro del forum alta dirección" (Gold Medal of Senior Management Forum) (2012), "Premio Emprendedores al Mejor Directivo del año" (Entrepreneurs Award to the Best Director of the Year) (2013), "Premio #ElTalento Cinco Días al Talento Ejecutivo" (Cinco Días #TheTalent Award for Executive Talent) (2014), "Premio a la Excelencia Profesional" (Award for Professional Excellence), ADigital (2014) and Eisenhower Innovation Fellow, (2014).
Mr. Fernando D'Ornellas Silva
Degree in Law and Economics from ICADE-E and MBA from IESE in Barcelona (International Section), from 1983 to 1985 he worked as Deputy Financial Director at Johnson & Johnson Spain. Also, he has held several positions within the Bergé Group since 1985, Chief Financial Officer at Toyota Spain until 1992, Chief Executive Officer at Chrysler Spain from 1992 to 2004, Chairman of Chrysler Portugal from 1997 to 2012, Chairman of Chrysler Colombia from 2010 to 2012, Chairman of KIA for Argentina, Peru and Portugal from 2004 to 2012, Chairman at Mitsubishi Motor Peru from 2010 to 2012, Vice-Chairman of Mitsubishi Motors Chile from 2001 to 2012, Vice-Chairman of SKBergé Latin America from 2001 to 2012, Chairman of Bergé Automotive from 2004 to 2012 and Chief Executive Officer at Bergé Group from 2007 to 2012.
Since 2004 he has held, among others, the following positions: member of the Board of Directors, Chairman of the Remuneration Committee between 2007 and 2009, and Chairman of the Auditing Committee of ENDESA S.A. in 2009. Member of the Board of Directors and Chairman of the Auditing Committee between 2007 and 2009 and Director in charge of supervising the activities of subsidiaries in Peru, Colombia, Argentina and Brazil for ENDESA CHILE. Member of the Board of Directors (2013-2015) and Chairman of the Auditing Committee (2014-2015) of DINAMIA. Vice-Chairman of the Asociación de Nacional de Importadores de Automóviles, Camiones, Autobuses y Motocicletas from 2004 to 2012. Founding member of the Fundación España-Chile and Fundación España-Perú in 2011 and 2012. Member of the Fundación Consejo España-China y España-Japón, Adviser for Mitsubishi Corporation in the acquisition of shares in Acciona Termosolar, S.A. in 2010 and 2011, and Vice-Chairman of the Real Club de la Puerta de Hierro between 2006 and 2010. He has been a member of the Advisory Board of WILLIS IBERIA between March 2013 and December 2017.
Currently, he is member of the Board of Directors since June 2012, Coordinating Director, Chairman of the Auditing and Compliance Committee and member of the Appointments and Remuneration Committee at Meliá Hotels International S.A. He is member of the Board of Directors of Prosegur since April 2016, , Chairman of the Auditors and Compliance Committee (since April 2017) and Member of the Appointments and Remuneration Committee. Senior Advisor Spain and Latam for Mitsubishi Corporation since March 2013; Senior Advisor Spain and Latam for Lazard Financial Advisers S.A. since June
Mr. Juan Arena De La Mora
Ph.D. in Engineering from ICAI, Mr. Juan Arena graduated in Business Science from ICADE, and also in Psychology, and he holds a diploma in Tax Studies and completed the AMP at Harvard Business School.
Member of the Board of Meliá Hotels International Chairman of the Professional Council of ESADE, member of the International Advisory Board of Everis and Advisory Board of Marsh; Operating Partner of Advent International Corporation, member of the Board of Directors of Deusto Business School.
Member of the Executive Committee of Fundación SERES and Chairman of its Governance Committee.
He has been a member of the Board and Executive Chairman of Bankinter, Board member of Ferrovial, and Almirall Laboratories of UBS España, TPI, Everis, Dinamia and Prisa, Chairman of the Advisory Council of Panda, Consulnor, member of the Board of Trustees of ESADE and of the Advisory Board of Spencer Stuart, Wold Advisory Board and professor of Harvard Business School and IESE.
He was awarded the "Gran Cruz de la Orden del Mérito Civil" (Grand Cross of the Order of Civil Merit) for his contribution to research and development of the Information Society.
Industrial Engineer from the Universidad Politécnica de Madrid, he began his career in 1980 at Arthur Andersen.
In 1985 he joined Día Group, where for 24 years he has held the position of World Chairman of the Dia International Group and he was also a member of the Carrefour Group's Global Executive Committee for 15 years.
Since 2009 until November 2014, he was Chairman of the Zena group, the leading multi-brand restaurant chain company in Spain. The group comprises five brands: Foster's Hollywood, La Vaca Argentina, Cañas y Tapas, Domino's Pizza and Burger King.
He has also been Chairman of the Cortefiel Group (Cortefiel, Springfield, WomenSecret) from 2014 to 2016. He is currently Chairman of AECOC (Association of Fast-Moving Consumer Goods Companies) which represents more than 20% of the Spanish GDP and has more than 29,000 associated companies. He is member of the Board of Directors of Bankia and Chairman of its Advisory Committee on Risks, he is also member of the Board of Directors of Meliá Hotels International, member of the Advisory Board of the Palacios Food Group, member of the Advisory Board of AT Kearney, and member of the Advisory Board of Azkoyen. He is also member of the Board of Trustees of Fundación ITER, honorary member of Fundación Carlos III, vocal member of Fundación Bankia and board member of A.P.D. (Asociación para el Progreso de la Dirección).
Mr. Luis Mª Diaz de Bustamante Terminel
Profile
Born in Torrelavega (Cantabria, Spain) on 25 August 1952. Graduated in Law from the Universidad Complutense de Madrid. Practising lawyer since 1975 and Partner of the law firm Isidro D. Bustamante (since 1942 – 1980/2018).
His professional career is mainly focused on the areas and practice of civil, trade and civil procedural and international law, as well as on consultancy services for entrepreneurs and corporations.
| Total number of independent directors | 6 | |
|---|---|---|
| % of the Board | 54.54% | |
Remarks
State whether any independent director receives from the company or any company in the group any amount or benefit other than compensation as a director, or has or has had a business relationship with the company or any company in the group during the past year, whether in his or her own name or as a significant shareholder, director or senior executive of a company that has or has had such a relationship.
If applicable, include a statement by the Board explaining why it believes that the director in question can perform his or her duties as an independent director.
| Name or corporate name of the director | Description of the relationship | Statement of the Board |
|---|---|---|
| Name or corporate name of director | Date of change | Previous category | Current category | |
|---|---|---|---|---|
| Remarks |
|---|
| Mr Alfredo Pastor Bodmer terminated in the Company as External Director "others" on 18/06/2019 at the expiration of his last appointment, on that |
| date he was appointed as Proprietary Director of the company at Hoteles Mallorquines Asociados SL, whose legal representative is Mr Alfredo Pastor |
| Bodmer. |
C.1.4 Complete the following table with information on the number of female directors at the close of the past four years, as well as the category of each.
| Number of female directors | % of directors for each category | |||||||
|---|---|---|---|---|---|---|---|---|
| Year t | Year t-1 | Year t-2 | Year t-3 | Year t | Year t-1 | Year t-2 | Year t-3 | |
| Executive | 0 | 0 | 0 | 0 | 0.00% | 0.00% | 0.00% | 0.00% |
| Proprietary | 1 | 1 | 1 | 1 | 25.00% | 25.00% | 25.00% | 25.00% |
| Independent | 2 | 1 | 1 | 1 | 33.33% | 20% | 20% | 20% |
| Other External | 0 | 0 | 0 | 0 | 0.00% | 0.00% | 0.00% | 0.00% |
| Total | 2 | 2 | 2 | 1 | 27.27% | 18.18% | 18.18% | 10.00% |
| Remarks |
C.1.5. State whether the company has diversity policies in relation to its Board of Directors on such questions as age, gender, disability and training and professional experience. In accordance with the definition set out in the Accounts Audit Act, small and medium-sized entities, will have to report at least the policy they have implemented in relation to gender diversity.
If so, describe these diversity policies, their objectives, the measures and way in which these have been applied and the results over the year. Also, indicate the specific measures taken by the Board of Directors and the appointments and remuneration committee to achieve a balanced and diverse presence of directors.
If the company does not apply a diversity policy, explain the reasons why.
The Company has been implementing its Selection Policy for Directors, which was approved in 2017, according to the provisions of Recommendation 14 of the Good Governance Code and which is based on the following principles:
a. The composition of the Board of Directors at the time of execution of the corresponding proposal and the planning and structuring thereof will be carried out based on the expiration dates of the offices in force and must contain, at least:
i. The analysis of profiles and professional skills of the Directors who are already members of such decision-making body.
ii. The maintenance of a proper balance between the different experience and know-how the Directors contribute to the Company and its Group (knowledge of the sector or supplementary sectors operation, experience in internationalisation, digitalisation, etc.). This balance and the need to incorporate these different experiences and know-how will depend at every moment on the Company's activity.
b. The analysis of potential situations of conflict, prohibition or incompatibility, at the legislative and the company's internal policy levels.
c. The assessment of potential candidates under the criteria of equality and objectivity, avoiding any kind of implicit bias that may involve discrimination.
d. The time available for the potential candidate to properly perform his/her duties which guarantee added value to the Company's bodies.
e. The maintenance of a proper balance between the different categories of directors ensuring the correct representation of the total interests within the Board, especially according to the recommendations concerning Corporate Governance.
f. The trend towards the progressive increase of the number of women on the Board of Directors, always based on an unbiased assessment of skills, profiles, know-how, experiences and professional abilities, aiming insofar as is possible to ensure that by 2020 at least one third of the members of the Board of Directors are women.
For all the re-elections of directors made since the approval of this policy, the above principles have been taken into account in preparing reports and proposals subsequently submitted to the General Shareholders' Meeting, trying to promote diversity of knowledge, expertise and gender among the members of the Board of Directors.
During 2019 it has taken place the reelection of Mr Gabriel Escarrer Juliá as Proprietary Board Member and also the election as an independent board member of Mrs Cristina Henríquez de Luna Basagoiti, as well as the election of the company Hoteles Mallorquines Asociados SL as a Proprietary Board Member represented by Mr Alfredo Pastor Bodmer.
As a result of such election, the percentage of women on the Board has gone from an 18.18% to a 27.27% in the year 2019.
C.1.6 Explain the measures taken, if any, by the appointments committee to ensure that selection procedures do not contain hidden biases which impede the selection of female directors, and that the company deliberately seeks and includes women who meet the target professional profile among potential candidates, and which makes it possible to achieve a balance between men and women.
The Company acknowledges full equality of opportunities, without any discrimination, in all its activities. This criterion is assumed by the Appointments and Remuneration Committee when beginning the selection process for a new Director, ensuring that there is no implicit bias that might hinder the selection of female Directors.
During the selection procedures for Directors, the Appointments and Remuneration Committee objectively assesses the skills and experience of candidates, among other parameters, evaluating the profile of candidates and ensuring equal opportunities between women and men so that there is no discrimination based on gender.
In the selection of Board members, the profile of the candidate is assessed, including among potential candidates those women who meet the professional profile sought in order to increase the stock of knowledge and experience they can contribute in the performance of their functions as Directors. The selection procedures are focused on the search for specific skills, evaluating candidates based on these skills and their know-how, attitude and skills required, while guaranteeing equal treatment and opportunities and ensuring transparency throughout all processes. Likewise, in the selection of executives, internationally-renowned firms are entrusted with the search for potential candidates who fit the profile.
Specifically, the Selection Policy for Directors establishes the guiding principle to be observed during the processes: "The assessment of potential candidates based on criteria of equality and objectivity, avoiding any implicit bias that may involve any type of discrimination."
During the year 2019, it has taken place the selection process, according to the guidelines established by the Board of Directors Regulation as well as in the Policy for the selection process of Board Members, to cover for the vacancy of an external independent Board member.
The selection process of the different candidates was assisted by an independent external expert of recognized prestige in the matter, who was previously instructed, by the Appointments and Remuneration Committee, in the competences that wanted to be reinforced on the diversity of the Board of Directors itself and was veiled, at all times, so that the process it did not suffer from implicit biases that hindered the selection of women Directors.
This process led to the prescriptives: proposal of the Appointments and Remuneration Committee, report of the Board of Directors and proposed proposal contained in the agenda of the General Meeting of Ordinary Shareholders of June 18, 2019. Following the favorable adoption of the said proposal, by the Board, was determined, as an Independent External Director, of Meliá Hotels International, of Ms Cristina de Luna Henríquez Basagoiti.
In the event that there are few or no female directors in spite of any measures adopted, explain the reasons that justify such a situation:
C.1.7 Explain the conclusions of the appointments committee regarding verification of compliance with the selection policy for directors. Particularly explain how said policy is promoting the goal that the number of female directors represents at least 30% of all members of the Board of Directors by 2020.
During 2019, and in relation to the proposal on re-election of Directors subject to the approval of the General Shareholders' Meeting, an assessment of compliance with the Selection Policy for Directors was carried out by the Appointments and Remuneration Committee when preparing the legally enforceable Reports and Proposals, which were made available to the shareholders on the Company's website. In summary, they established that "... the Board of Directors must include among its members Directors who have extensive experience in various sectors and knowledge of the Company's operations, who respect the corporate values and have ability to adapt in a constantly-changing industry growing both geographically and technologically".
Regarding the goal on the number of female directors by 2020, the Company's Selection Policy for Directors approved on 27 February 2017, includes, among others, the following principles:
"f. The trend towards the progressive increase of the number of women on the Board of Directors, always based on an unbiased assessment of skills, profiles, know-how, experiences and professional abilities, aiming insofar as is possible to ensure that by 2020 at least one third of the members of the Board of Directors are women."
Therefore, this will be one of the issues that must be assessed by the Appointments and Remuneration Committee in any appointment, ratification or re-election processes are carried out.
With the new elections, during this year a percentage of 27.27% of female directors has been reached. Despite being below the recommendation of the CNMV in this regard (30%), Melia Hotels International is above the IBEX 35 average.
C.1.8 Explain, when applicable, the reasons for the appointment of any proprietary directors at the request of shareholders with less than a 3% equity interest:
| Name or corporate name of shareholder | Reason |
|---|---|
State whether the Board has failed to meet any formal requests for presence on the board received from shareholders whose equity interest is equal to or higher than that of others at whose request proprietary directors have been appointed. Where applicable, explain why these requests have been ignored:
| Name or corporate name of shareholder | Reason |
|---|---|
C.1.9 State the powers delegated by the Board of Directors, as the case may be, to directors or Board committees:
| Name or corporate name of director or committee | ||
|---|---|---|
| Mr. Gabriel Escarrer Jaume | ||
| Brief description | ||
| The Board of Directors has vested all delegable powers under the Law according to Article 34 of the Company's Bylaws:. |
||
| To this effect and within this scope, the Board of Directors is responsible for acts or business activities including, but not limited to, the following: |
||
| (a) To represent the Company before all types of individuals, organisations, authorities, public administration, Spanish General Savings Deposit and other entities, both private and official, both judicial and extrajudicial, absolving positions, compromising and desisting from all types of actions and procedures, and even ratifying said acts before the courts. |
||
| (b) To pay debts and receive payments due of all types, including those with origin in national, regional, provincial or municipal authorities. |
||
| (c) To prepare and execute all types of contracts, deeds and documents, public or private, of any type, in relation to capital assets, livestock, merchandise, insurance policies, transport and real estate, including the purchase, subscription, sale or exchange of all types of capital assets, both public and private, both Spanish and international. |
||
| (d) To request, obtain, acquire, grant and exploit patents, brands, privileges, licences and administrative concessions, as well as performing any transactions regarding industrial property. |
(e) To convene the General Shareholders' Meeting and execute and ensure compliance with resolutions adopted by the meeting.
(f) To intervene in tenders and auctions, both judicial and extrajudicial.
(g) To establish, monitor, liquidate, settle, and cancel current accounts, savings accounts and credit accounts with the Bank of Spain, and with any other banking organisation, savings bank, companies or other entities both in Spain and abroad.
(h) To draw, endorse, accept, take, discount, negotiate and protest bills of exchange, financial and credit bills, cheques, promissory notes and money orders.
(i) To request and obtain from banking, credit and financial organisations all types of credits, including mortgages, subscribing the appropriate policies and documents and employing and repaying the funds obtained.
(j) To grant guarantees and deposits by any means for the obligations of third parties.
(k) To provisionally approve inventories, balances and the Annual Report due for presentation to the General Shareholders' Meeting and in the public offices required by tax laws, as well as the distribution of profits.
(l) To appoint and remove executives, employees and dependents of the Company, and establish categories, salaries and other remuneration that they must receive within applicable market or labour regulations.
(m) To make and liquidate deposits of all kinds, including with banking or credit organisations, even the Bank of Spain and the Spanish General Savings Deposit.
(n) To confer and revoke powers for court lawyers and attorneys and of any third parties so that they may represent the Company in all types of cases and, in particular, so that they may intervene in civil, criminal, administrative, economic administrative, litigiousadministrative, governmental and labour jurisdictions.
(o) To appoint one or more proxies, that may also be called Director, Manager or similar, if so authorised, to exercise the powers defined in each case, individually or jointly, and which may be delegated.
(p) To decide the establishment of subsidiaries, agencies, deposits, delegations, and representations.
(q) To accept, when appropriate, the resignation of the members that form part of the Board.
(r) To set up, modify and wind-up all types of civil law and commercial companies, to intervene and vote in their General Shareholders' Meetings and accept or designate positions in the management and administrative bodies.
The Board of Directors has delegated the aforementioned powers in favour of Mr. Gabriel Escarrer Jaume by means of the Board decision dated June 8, 2017, and granted before the Notary Public on June 23, 2017 with number 2008 of protocol, duly registered in the Mercantile Registry of Mallorca.
| Name or corporate name of director |
Corporate name of the group company |
Position | Does the Direc tor have exec utive funct ions? |
|---|---|---|---|
| Gabriel Escarrer Jaume |
SOL MELIA VACATION NETWORK ESPAÑA S.L. |
Chairman of the Board of Directors Joint Chief Executive Officer |
Yes |
| Gabriel Escarrer Jaume |
SOL MELIA VACATION CLUB ESPAÑA S.L. |
Chairman of the Board of Directors Joint Chief Executive Officer |
Yes |
| Gabriel Escarrer Jaume |
SECURI SOL S.A. | Chairman of the Board of Directors General representative |
Yes |
| Gabriel Escarrer Jaume |
IDISO HOTEL DISTRIBUTION S.A. |
General representative | Yes |
| Gabriel Escarrer Jaume |
SOL MELIA FRANCE S.A.S. | Chairman | Yes |
| Gabriel Escarrer Jaume |
MADELEINE PALACE S.A.S. | Chairman | Yes |
| Gabriel Escarrer Jaume |
HOTEL ROYAL ALMA S.A.S. | Chairman | Yes |
| Gabriel Escarrer Jaume |
HOTEL METROPOLITAN S.A.S. | Chairman | Yes |
| Gabriel Escarrer Jaume |
HOTEL FRANÇOIS S.A.S. | Chairman | Yes |
| Gabriel Escarrer Jaume |
HOTEL COLBERT S.A.S. | Chairman | Yes |
|---|---|---|---|
| Gabriel Escarrer Jaume |
HOTEL ALEXANDER S.A. | Chairman | Yes |
| Gabriel Escarrer Jaume |
CADSTAR FRANCE S.A.S. | Chairman | Yes |
| Gabriel Escarrer Jaume |
SOL MELIA LUXEMBOURG, S.À R.L. |
Director | No |
| Gabriel Escarrer Jaume |
MELIÁ HOTELS INTERNATIONAL UK. |
Manager | Yes |
| Gabriel Escarrer Jaume |
LONDON XXI. | Manager | Yes |
| Gabriel Escarrer Jaume |
LOMONDO LTD. | Manager | Yes |
| Gabriel Escarrer Jaume |
HOGARES BATLE S.A. | Chairman | Yes |
| Gabriel Escarrer Jaume |
DESARROLLOS SOL S.A. | Chairman | No |
| Gabriel Escarrer Jaume |
INVERSIONES AREITO,S.A. | Joint Administrator | Yes |
| Gabriel Escarrer Jaume |
HOTELES SOL MELIÁ S.L | Director | No |
| Gabriel Escarrer Jaume |
SOL MELIÁ GREECE. | Director | Yes |
| Gabriel Escarrer Jaume |
SOL MELIA ITALIA, S.R.L. | Sole Administrator | Yes |
| Gabriel Escarrer Jaume |
INMOTEL INVERSIONES ITALIA S.R.L. |
Sole Administrator | Yes |
| Gabriel Escarrer Jaume |
ADPROTEL STRAND, S.L. | Director (Chairman of the Board of Directors) |
No |
|---|---|---|---|
| Gabriel Escarrer Jaume |
ALTAVISTA HOTELERA S.L | Director (Chairman of the Board of Directors) |
No |
| Gabriel Escarrer Jaume |
AYOSA HOTELES S.L. | Director CO-Chief Executive Officer |
No |
| Gabriel Escarrer Jaume |
EVERTMEL,S.L. | Director CO-Chief Executive Officer |
No |
| Gabriel Escarrer Jaume |
GESTIÓN HOTELERA TURÍSTICA MESOL, S.A. |
Sole Administrator | Yes |
| Gabriel Escarrer Jaume |
KIMEL MCA, S.L. | Director CO-Chief Executive Officer |
No |
| Gabriel Escarrer Jaume |
MONGAMENDA, S.L. | Director CO-Chief Executive Officer |
No |
| Gabriel Escarrer Jaume |
PRODIGIOS INTERACTIVOS, S.A. |
Director (Chairman of the Board of Directors) Chief Executive Officer |
Yes |
| Gabriel Escarrer Jaume |
TENERIFE SOL S.A. | Director (Chairman of the Board of Directors) Chief Executive Officer |
Yes |
| Gabriel Escarrer Jaume |
DESARROLLOS HOTELEROS SAN JUAN, B.V. |
Director | No |
| Gabriel Escarrer Jaume |
IMPULSE HOTEL DEVELOPMENT B.V. |
Director (Chairman of the Board of Directors) |
No |
| Gabriel Escarrer Jaume |
MARKSERV B.V. | Director | No |
| Gabriel Escarrer Jaume |
MELIA INVERSIONES AMERICANAS N.V, |
Director CO- Chief Executive Officer |
No |
| Gabriel Escarrer Jaume |
SAN JUAN INVESTMENTS, B.V. | Director | No |
| Gabriel Escarrer Jaume |
SOL GROUP, B.V. | Director | No |
|---|---|---|---|
| Gabriel Escarrer Jaume |
SOL MANINVEST,B.V. | Director | No |
| Gabriel Escarrer Jaume |
SOL MELIA EUROPE, B.V. | Director CO- Chief Executive Officer |
No |
| Gabriel Escarrer Jaume |
SOL MELIA INVESTMENT, N.V. | Director | No |
| Gabriel Escarrer Jaume |
FARANDOLE B.V. | Co-director | No |
| Gabriel Escarrer Jaume |
COLÓN VERONA S.A. | Chairman of the Board of Directors |
No |
| Gabriel Escarrer Jaume |
APARTOTEL S.A. | Chairman of the Board of Directors/Chief Executive Officer |
Yes |
| Gabriel Escarrer Jaume |
INVERSIONES Y EXPLOTACIONES TURISTICAS, S.A. |
Chairman of the Board of Directors/Chief Executive Officer |
Yes |
| Gabriel Escarrer Jaume |
REALIZACIONES TURISTICAS, S.A. |
Chairman of the Board of Directors/Chief Executive Officer |
Yes |
| Gabriel Escarrer Jaume |
SOL MELIA BALKANS EAD | Manager, Member of the Board of Directors |
No |
| Gabriel Escarrer Jaume |
CASINO TAMARINDOS, S.A. | Chairman of the Board of Directors |
No |
| Gabriel Escarrer Jaume |
INVERSIONES HOTELERAS LA JAQUITA, S.A. |
Chairman of the Board of Directors |
No |
| Gabriel Escarrer Jaume |
DORPAN, S.L.U. | Chairman of the Board of Directors + General attorney |
Yes |
| Gabriel Escarrer Jaume |
HOTELPOINT, S.L. | Chairman of the Board of Directors |
No |
| Gabriel Escarrer Jaume |
SOL MELIA HOTEL MANAGEMENT (SHANGHAI) Co. Ltd. |
Manager | No |
|---|---|---|---|
| Gabriel Escarrer Jaume |
PT SOL MELIA INDONESIA | Chairman manager | No |
| Gabriel Escarrer Jaume |
OPERADORA COSTARISOL | Secretary | No |
| Gabriel Escarrer Jaume |
MELIÁ HOTELS USA, LLC | Manager | No |
| Gabriel Escarrer Jaume |
BISOL VALLARTA S.A. DE C.V. | Chairman | No |
| Gabriel Escarrer Jaume |
CALA FORMENTOR S.A. DE C.V. | Chairman | No |
| Gabriel Escarrer Jaume |
CARIBOTELS DE MEXICO, S.A. DE C.V. |
Chairman | No |
| Gabriel Escarrer Jaume |
CORP. HOT. HISP. MEXICANA S.A. de C.V. |
Chairman | No |
| Gabriel Escarrer Jaume |
OPERADORA MESOL, S.A. DE C.V. |
Chairman | No |
| Gabriel Escarrer Jaume |
DETUR PANAMA S.A. | Manager | No |
| Gabriel Escarrer Jaume |
SOL MELIA PERU, S.A.C | Chairman | No |
| Gabriel Escarrer Jaume |
EL RECREO PLAZA & CIA,C.A. | Manager | No |
| Gabriel Escarrer Jaume |
INMOBILIARIA DISTRITO COMERCIAL |
Chairman | No |
| Gabriel Escarrer Jaume |
INVERSIONES INMOBILIARIAS I.A.R.1997 C.A. |
Chairman | No |
Remarks
C.1.11 List, where appropriate, any legal-person directors or representatives of legalperson directors of your company, who are members or representatives of legalperson members of the Board of Directors of other companies listed on official securities markets other than group companies, who have communicated that status to the company:
| Name or corporate name of director |
Name of listed company | Position |
|---|---|---|
| Mrs. Carina Szpilka Lázaro | Grifols S.A. | Director |
| Mr. Fernando D'Ornellas Silva |
Prosegur S.A. | Director |
| Mr. Francisco Javier Campo García |
Bankia S.A. | Director |
| Cristina Henríquez de Luna Basagoiti |
Applus Services, S.A. | Director |
Mr. Juan Arena de la Mora was also director of Almirall S.A. until 25 February 2019.
C.1.12 Indicate and, where applicable, explain whether the company has established rules on the maximum number of boards on which its directors may hold seats, identifying, where appropriate, where this is regulated:
The Company's Selection Policy for Directors establishes that the procedures for the selection of the members of the Board of Directors, as well as the proposals for appointment, ratification or re-election must be based on a prior and individualised analysis which shall meet, among others, the following guiding principle: "The time available for the potential candidate to properly perform his/her duties which guarantee added value to the Company's bodies."
C.1.13 State the overall remuneration of the Board of Directors:
| Board remuneration in financial year (thousand euros) | 3,398.00 |
|---|---|
| Amount of vested pension interests for current directors (thousand euros) |
- |
| Amount of vested pension interests for former members (thousand euros) |
- |
Remarks
| Name or corporate name | Position(s) |
|---|---|
| Mr. Gabriel Cánaves Picornell, | Chief Human Resources Officer |
| Mr. Mark Maurice Hoddinott | Chief Real Estate Officer |
| Mrs. Pilar Dols Company | Chief Financial Officer |
| Mr. Juan Ignacio Pardo Garcia | Chief Legal & Compliance Officer |
| Mr. Andre Philippe Gerondeau | Chief Operating Officer |
| Mr. Jose Luis Alcina Jaume | Internal Audit VP |
Remarks
C.1.15 State whether the regulations of the Board have been amended during the financial year:
YES ☐ NO ☒
The Board of Directors of the company, in accordance with article 528 of the Law on Capital Companies and articles 3 and 4 of the Regulations of the Board of Directors, has proceeded, during the year 2019, to the modification of articles 14 and 15 of the Regulations of the Board of Directors, corresponding to the "Auditing and Compliance Committee" and the
"Appointments and Remuneration Committee", based on Recommendations number 50 and 53 of the Unified Code of Good Government for Listed Companies.
This modification was approved by the Board of Directors meeting on April 4, 2019; having been registered in the Mercantile Registry of Mallorca on April 26, 2019 in sheet PM-22603, Volume 2657, Folio 21, inscription 147. For this purpose, the Board of Directors prepared the corresponding informative document, on the modifications adopted in the Regulations of the Board of Director, which was presented to the General Meeting of Shareholders held on June 18 2019, within its Sixth Agenda Item.
The wording of articles 14 and 15 of the Regulations of the Board of Directors, corresponding to the "Auditing and Compliance Committee" and the "Appointments and Remuneration Committee" is as follows:
https://www.meliahotelsinternational.com/en/shareholdersAndInvestors/Documents/Reg lamento_Consejo/MHI_Reglamento%20del%20Consejo_ENG%20(2019).pdf
According to Article 15 of the Regulations of the Board of Directors, the Appointments and Remuneration Committee must define and review the criteria to be followed for the composition of the Board of Directors and the selection of candidates, proposing to the Board as appropriate the appointment of independent directors as well as reporting proposals for other directors so that the Board may proceed with the appointment (in case of co-optation) or submit the decision to the General Shareholders' Meeting.
Directors are appointed for a period of four years and may be re-elected once or several times for periods of equal duration.
With regard to the removal of directors, the procedures provided for in current legislation as well as in the Company's Bylaws, are followed.
The criteria applied by the Company in each procedure are described in the Selection Policy for Directors, approved by the Board of Directors on 27 February 2017, and which is available on the company's website. Among others, these criteria include:
An analysis of profiles and professional skills of Directors who are already members of such decision-making body.
The maintenance of a proper balance between the different experience and know-how the Directors contribute to the Company and its Group.
An analysis of potential situations of conflict, prohibition or incompatibility.
The assessment of potential candidates under the criteria of equality and objectivity, avoiding any kind of implicit bias that may involve discrimination.
The time that potential candidates may be available.
The maintenance of a proper balance between the different categories of directors.
The trend towards the progressive increase of the number of women on the Board of Directors, always based on an unbiased assessment of skills, profiles, know-how, experiences and professional abilities.
Throughout the year 2018, the Board of Directors has monitored the actions and organisational changes at the highest level, which were announced and implemented in 2017. Such actions and changes have not given rise to significant changes in the internal organisation or to the usual procedures.
Likewise, the Board of Directors, through the Auditing and Compliance Committee, has driven several initiatives which involve a continuous adaptation of the information reported to the Board of Directors.
The aim of these initiatives is to ensure the dynamic evolution of financial and non-financial reporting, including supervision and monitoring of the strategic objectives of the Company and its main risks.
Describe the assessment process and the areas assessed by the Board of Directors with the help, if any, of external advisors, regarding the operation and composition of the Board and its committees and any other area or aspect that has been assessed.
The Directors have carried out the assessment for 2019, by completing the relevant assessment questionnaires.
The main areas that have been assessed are:
a) Regarding the Board:
b) Regarding the Chief Executive:
The questions include an extra field for Directors to add comments and/or suggestions as well as other issues to those raised that may improve the operation of the Board.
The results of these assessments are analysed by the Appointments and Remuneration Committee and, subsequently, they are presented by its Chairman to the Board of Directors in order to hold discussions and propose improvements, as appropriate.
The assessment carried out during 2019 has been carried out without the help of an external consultant, as it is foreseen that this system will be used every three years, as established in the recommendations of the Unified Code of Good Government.
N/A
Directors' duties are regulated in Chapter VIII of the Regulations of the Board, including the obligation to act with the proper care of a dedicated professional and loyal representative, and in accordance with any other standard of diligence as required by law. In particular, Article 29
of the Regulations of the Board establishes that directors must observe all regulations on behavior established in the applicable Stock market legislation and, particularly, those contained in the Internal Code of Conduct.
Failure to comply with any of these duties or obligations shall therefore be considered grounds for dismissal or resignation, as the case may be, of a Director.

Description of differences
Description of requirements
According to Article 33.2 of the Bylaws, in order for a Director to be appointed as Chairman or Vice-Chairman of the Board of Directors, at least one of the following conditions must be met:
a) to have formed part of the Board of Directors for at least the THREE (3) years preceding the date of said appointment; or
b) to have previously held the position of Chairman of the Board of Directors, regardless of the duration of the term of office as Director.
If a Director is appointed as Chairman or Vice-Chairman by a unanimous decision of SEVENTY-FIVE PERCENT (75%) of the members of the Board of Directors, the abovementioned conditions will not be applied.
Likewise, re-election as a Director of any members of the Board who hold the positions of Chairman and Vice-Chairman and, where appropriate, Coordinating Director, provided the legal requirements are met, will imply the automatic continuity in those positions.
C.1.22 State whether the Bylaws or the Regulations of the Board establish any limit as to the age of directors:
| YES ☐ | NO ☒ |
|---|---|
| Remarks | |
C.1.23 State whether the Bylaws or the Regulations of the Board establish any term limits for independent directors other than those required by law:
YES ☐ NO ☒
Additional requirements and/or maximum number of term limits
C.1.24 Indicate whether the Bylaws or the Regulations of the Board establish specific proxy rules for votes at Board meetings, how they are to be delegated and, in particular, the maximum number of proxies that a director may hold, as well as whether any restriction has been established regarding the categories of directors to whom proxies may be granted beyond the restrictions imposed by law. If so, briefly describe such rules.
Remarks
Pursuant to Article 18.3 of the Regulations of the Board, representation by proxy shall be made in writing through a letter addressed to the Chairman for each particular meeting, including the relevant instructions, and must be in favour of another member of the Board. External Independent Directors may only be represented by another External Independent Director. There is no maximum number of proxies provided per director.
C.1.25 Indicate the number of meetings held by the Board of Directors during the year, and if applicable, the number of times the Board met without the chairman present. Proxies granted with specific instructions shall be counted as attendance
| 7 Number of Board meetings |
|---|
| ------------------------------- |
| Remarks | |
|---|---|
During the year 2019, a total of 7 meetings of the Board of Directors have been held, six (6) of them face-to-face and one (1) in writing and without a session.
| Number of meetings |
|---|
| 0 |
The Coordinating Director (Mr Fernando d'Ornellas) is also Chairman of the Auditing and Compliance Committee, and a member of the Appointments and Remuneration Committee.
The sole Executive Director of the company (Mr Gabriel Escarrer Jaume) is not part of these commissions, although he occasionally attends as a guest to the Auditing and Compliance Committee.
Therefore, the Coordinating Director meets with some external directors without the assistance of the Executive Director, although such meetings take place within the framework of the Commissions sessions.
| Committee | No. of meetings |
|---|---|
| Number of meetings held by the Auditing and Compliance Committee |
10 |
| Number of meetings held by the Appointments and Remuneration Committee |
8 |
C.1.26 Indicate the number of meetings held by the Board of Directors during the year and the data on attendance by its members.
| Number of meetings with on-site attendance of at least 80% of directors |
6 |
|---|---|
| % of on-site attendance over total votes during the year | 87.87% |
| Number of meetings with on-site attendance or representations by proxy made with specific instructions of all directors |
7 |
| % of votes cast with on-site attendance and representations by proxy made with specific instructions of all directors |
100% |
| Remarks |
|---|
| During the year 2019, a total of 7 meetings of the Board of Directors have been held, six |
| (6) of them face-to-face and one (1) in writing and without a session. |
C.1.27 State whether the individual and consolidated financial statements submitted to the Board for approval are previously certified:
Identify, where applicable, the person(s) who certified the individual and consolidated financial statements of the company for preparation by the Board:
| Name | Position |
|---|---|
| Mrs. Pilar Dols Company | Chief Financial Officer |
| Mr. Gabriel Escarrer Jaume | Vice Chairman and CEO |
The Auditing and Compliance Committee's duties include liaising with the external auditors to receive information related to the account auditing process and to have available all the communications laid down in auditing laws and technical auditing standards, conducting direct monitoring with the external auditors. In doing so, the Committee holds several meetings with the auditors throughout the year in order to monitor the performance of their work and to detect and resolve any incidents that may affect the annual accounts.
| Name or corporate name of the secretary | Representative |
|---|---|
Without prejudice to what is indicated in this question, the Company also has a Deputy Secretary who is not a member of the Board of Directors.
C.1.30 State, if any, the specific measures established by the company to ensure the independence of its external auditors, as well as, where appropriate, the measures established to ensure the independence of financial analysts, investment banks, and rating agencies, including how legal provisions have been implemented in practice.
The Auditing and Compliance Committee's duties include liaising with the external auditors in order to receive information regarding such issues as may jeopardise the independence of the latter.
In fact, there is a direct relationship between the members of the Committee and the external auditors, with the latter attending the meetings held by this Committee in person. As a general rule, in each meeting of the Auditing and Compliance Committee, the Directors meet with the external auditor without the presence of the managers of the Company.
Likewise, the Auditing and Compliance Committee annually prepares a report that deals with the independence of the external audit.
Regarding the measures established to ensure the independence of financial analysts, it is worth noting that the company provides information requested by any analysts with no discrimination and offering the maximum transparency, the same thing happens in carrying out road shows.
Likewise, at all times during the information exchange process, the Company avoids influencing the opinions or points of view of the analysts.
According to Article 34.4 of the Regulations of the Board of Directors, under no circumstances will any information be provided to financial analysts that could put them in a privileged or advantageous position compared to the rest of the shareholders.
| YES ☐ | NO ☒ | |
|---|---|---|
| Outgoing Auditor | Incoming Auditor |
|---|---|
| PricewaterhouseCoopers, S.L. | Deloitte, S.L., S.L., |
| Remarks |
|---|
| In the General Shareholders' Meeting held on 6 June 2018, in line with the proposal the |
| Auditing and Compliance Committee made to the Board of Directors, it was agreed to |
| appoint the firm Deloitte, S.L. as the external auditor for the verification of the annual |
| accounts and the management report of the Company and its consolidated Group for years |
| 2019, 2020 and 2021. |
If there has been any disagreement with the outgoing auditor, provide an explanation thereof:
YES ☐ NO ☒
Explanation of disagreements
C.1.32 State whether the audit firm provides any non-audit services to the company and/or its group and, if so, the fees paid, and the corresponding percentage of total fees invoiced to the company and/or its group:
YES ☒ NO ☐
| Company | Group companies | Total | |
|---|---|---|---|
| Amount invoiced for non-audit services (thousand euros) |
150.28 | 48.50 | 198.78 |
Chairman
| Amount invoiced for non-audit services/total amount invoiced by the audit firm (in %) |
39.55% | 7.03% | 18.58% |
|---|---|---|---|
| ------------------------------------------------------------------------------------------------ | -------- | ------- | -------- |
Highlight that the Company has in place an approval process for services other than auditing provided by the statutory auditor. This process includes a list of prohibited services, as well as a procedure for the approval of services classified as permitted. Likewise, the list of services other than auditing, with the breakdown of fees, is presented annually to the Auditing and Compliance Committee.
The said process was revised and updated by the Auditing and Compliance Committee during the year 2019.
C.1.33 State whether the auditor's report on the annual accounts for the preceding year contains a qualified opinion or reservations. If so, indicate the reasons given to shareholders by the chairman of the Audit Committee to explain the content and scope of such qualified opinion or reservations.
YES ☐ NO ☒
Explanation of reasons
C.1.34 State the number of consecutive years the current audit firm has been auditing the individual and/or consolidated annual accounts of the company. Likewise, state the number of years audited by the current audit firm as a percentage of the total number of years that the annual accounts have been audited:
| Individuals | Consolidated | |
|---|---|---|
| Number of consecutive years | 1 | 1 |
| Individuals Consolidated |
|---|
| ----------------------------- |
Chairman
| Number of years audited by current audit firm/Number of years the company or its group have been audited (%) |
0.043% | 0.043% | |
|---|---|---|---|
| Remarks |
C.1.35 Indicate and, if applicable, give details of any procedure whereby directors have the information necessary to prepare the meetings of the governing bodies with sufficient time:
| YES ☒ | NO ☐ |
|---|---|
| ------- | ------ |
Explanation of procedure Although according to Article 17 of the Regulations of the Board, meetings shall be called a minimum of three days before the day on which the meeting is to be held and the call to meeting shall include the session's agenda along with the relevant information properly summarised and prepared, unless there are exceptional circumstances, the information shall be made available to Directors (8) eight days before the meeting is held. Furthermore, Article 22 of the Regulations of the Board establishes that Directors have the broadest powers to receive information on any aspect of the Company, to examine its books, records and documents and other evidence of the company's transactions and to inspect all its facilities. Exercise of the powers of information shall be channeled through the Chairman or the
Secretary of the Board of Directors, who will attend to the requests of the director by providing him/her with the information directly, offering appropriate interlocutors at the appropriate level in the organisation or establishing such measures so as to enable him/her to conduct the desired examinations in situ.
C.1.36 State whether the company has established rules whereby directors must provide information and, if applicable, resign, in circumstances that may damage the company's standing and reputation. If so, provide details:
YES ☒ NO ☐
Explain the rules
Article 31.2 of the Regulations of the Board expressly establishes that Directors should inform the Board, and where applicable, resign under any circumstances that may jeopardise the company's standing and reputation and shall in any event report any criminal charges brought against them, and the status of any subsequent court or legal proceedings, and the Board of Directors shall examine the case as soon as possible and decide, in consideration of the specific circumstance, whether or not the Director in question should remain in office.
Likewise, in section 3.1.37 of this report it has been reported that no member of the Board of Directors has informed the company that it has been prosecuted or has been ordered to open a trial for any of the crimes indicated in Article 213 of the Capital Companies Law.
C.1.37 State whether any member of the Board of Directors has notified the company that he or she has been tried or notified that legal proceedings have been filed against him or her, for any offences described in Article 213 of the Corporate Enterprises Act:
YES ☐ NO ☒
| Name of director | Criminal proceedings | Remarks |
|---|---|---|
Indicate whether the Board of Directors has examined the case. If so, provide a justified explanation of the decision taken as to whether the director in question should continue to hold office or, if applicable, describe any actions taken or to be taken by the Board up to the date of this report, or which it intends to take.
| YES ☐ | NO ☒ |
|---|---|
| Decision/action taken | Justified explanation |
C.1.38 List the significant agreements entered into by the company that come into force, are amended or are terminated in the event of a change of control of the company following a takeover bid, and their effects.
N/A
C.1.39 Identify individually for directors, and generally in other cases, and provide detail of any agreements made between the company and its directors, executives or employees containing compensation or golden parachute clauses in the event of resignation or dismissal or termination of employment without cause following a takeover bid or any other type of transaction.
Beneficiary: Chief Executive Officer
In 2015, the Chief Executive Officer signed a contract with the Company for the provision of services pursuant to Article 249 of the Corporate Enterprises Act, which, in relation to compensation, provides:
If the Chief Executive Officer breaches the post-contract non-compete obligation, he must return to the Company any amounts received in this connection and compensate the Company with an amount equivalent to 150% of the amount received in this connection.
Also, following the recommendations of the United Code of Good Governance of the CNMV, during the year 2019 the aforementioned service provision contract was modified, in order to include a clawback clause.
State if these contracts have been communicated to and/or approved by the management bodies of the company or its group. If so, specify the procedures, expected events and nature of the bodies responsible for their approval or for communicating this:
| Board of Directors | General Shareholders' Meeting |
|
|---|---|---|
| Body authorising the clauses | Yes | No |
| YES | NO | |
|---|---|---|
| Are these clauses notified to the General Shareholders' Meeting? |
Yes |
| Remarks |
|---|
C.2.1. Give details of all committees of the Board of Directors, their members and the proportion of executive, proprietary, independent and other external directors that comprise them:
| Name | Position | Category |
|---|---|---|
| Mr. Juan Arena de la Mora | Member | External Independent Director |
| Mr. Francisco Javier Campo García |
Member | External Independent Director |
| Mrs. Carina Szpilka Lázaro | Member | External Independent Director |
| Mr. Fernando D'Ornellas Silva | Chairman | External Independent Director |
| % of proprietary directors | 0% |
|---|---|
| % of independent directors | 100% |
| % of other external | 0% |
Remarks
The Board of Directors in its session held on June 18, 2019, unanimously adopted the appointment of Mr Francisco Javier Campo García as a member of the Auditing and Compliance Committee.
During fiscal year 2019, Mr Juan Vives Cerdá and Mr Alfredo Pastor Bodmer, ceased as members of the Auditing and Compliance Committee for the expiration of their mandate as directors.
Explain the functions, including, where appropriate, functions other than those provided for by law, exercised by this committee, and describe the rules and procedures it follows for its organisation and function. For each one of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions attributed thereto by law, in the bylaws or other corporate resolutions.
The functions attributed to the Auditing and Compliance Committee are regulated in Article 14 of the Regulations of the Board of Directors, and can be classified as follows:
Auditor or by the persons or entities linked to it in accordance with the provisions of the applicable regulations.
Verify and coordinate the process of reporting non-financial information, in accordance with applicable regulations and international reference standards, without prejudice to the functions specifically entrusted and the work to be performed in this regard by the Appointments and Remuneration Committee in this subject.
Examine the compliance with the Internal Rules of Conduct in the Securities Markets, the Regulations of the Board of Directors, internal regulations and, in
general, the rules of Corporate Governance of the Company and make the necessary proposals for improvement.
The activities carried out by the Auditing and Compliance Committee in 2019, are described in the committee's activity report, published on the website of Meliá Hotels International.
Identify the directors who are member of the audit committee and have been appointed taking into account their knowledge and experience in accounting or audit matters, or both, and state the date that the Chairman of this committee was appointed.
| Name of directors with experience | Mr. Fernando D'Ornellas Silva |
|---|---|
| Date of appointment of the chairman in office | 23 June 2016 |
According to the recommendations of the Uniform Good Governance Code and the Technical Guide 3/2017 of the CNMV, the Chairman of the Committee, Mr. Fernando D'Ornellas Silva, has extensive knowledge and experience in accounting and financial management as well as in audit matters.
As for Mrs. Carina Szpilka Lázaro, she has experience in the field of information technologies (IT), and she is the current chairman of the Asociación Española de la Economía Digital (ADigital).
| Name | Position | Category |
|---|---|---|
| Hoteles Mallorquines Consolidados, S.L. (represented by Mrs. Maria Antonia Escarrer Jaume) |
Member | External Proprietary Director |
| Mr. Fernando D'Ornellas Silva |
Member | External Independent Director | |
|---|---|---|---|
| Mr. Luis María Díaz De Bustamante Y Terminel |
Member | External Independent Director | |
| Mr. Francisco Javier Campo García |
Chairman | External Independent Director |
| % of proprietary directors | 25% |
|---|---|
| % of independent directors | 75% |
| % of other external | 0% |
| Comments | |
|---|---|
Explain the functions, including, where appropriate, functions other than those provided for by law, exercised by this committee, and describe the rules and procedures it follows for its organisation and function. For each one of these functions, briefly describe its most important actions during the year and how it has exercised in practice each of the functions attributed thereto by law, in the bylaws or other corporate resolutions.
The functions attributed to the Appointments and Remuneration Committee are regulated in Article 15 of the Regulations of the Board of Directors, and can be classified as follows:
decision of the General Meeting, as well as their re-election or separation by the General Meeting.
(b) Appointment and removal of senior executives and the basic terms and conditions of their contracts:
Report any proposals for the appointment or removal of senior executives and the basic terms and conditions of their contracts.
(c) Remuneration policy:
(d) Examination and organization of the succession of the President of the Council and the First Executive and Senior Executives.
(e) Evaluation of the Board of Directors and the specialized Committees:
Lead the evaluation that periodically, and at least once a year, should be carried out on the structure, size, composition and performance of the Board of Directors and the specialized committees, making the recommendations it deems necessary and appropriate in each case.
(h) Diversity:
The activities carried out by the Appointments and Remuneration Committee during fiscal year 2019 are detailed in the commission's activities report, published by Melia Hotels International website.
| Number of female directors | ||||
|---|---|---|---|---|
| Year 2019 |
Year 2018 |
Year 2017 |
Year 2016 |
|
| Auditing and Compliance Committee |
1 (25%) | 1 (20%) | 1 (20%) | 1 (20%) |
| Appointments and Remuneration Committee |
1 (25%) | 1 (25%) | 1 (25%) | 1 (25%) |
C.2.3. Indicate, where appropriate, the existence of regulation of the committees of the board, the place where they are available for consultation, and the modifications that have been made during the year. In turn, it will be indicated if an annual report on the activities of each commission has been voluntarily prepared.
The composition, functions and performance regime of the Auditing and Compliance Committee of Meliá Hotels International, SA, are regulated in articles 39 Bis of the Bylaws and 14 of the Regulations of the Board of Directors. All this without prejudice to the provisions of the Capital Companies Law and other applicable regulations.
The Auditing and Compliance Committee has prepared and approved its annual report of activities for the year 2019. This report will be published on the corporate website.
The composition, functions and performance of the Appointments and Remuneration Committee of Meliá Hotels International, SA, is regulated in articles 39 Ter of the Bylaws and 15 of the Regulations of the Board of Directors. All thus without prejudice to the provisions of the Capital Companies Law and other applicable regulations.
The Auditing and Compliance Committee has prepared and approved its annual report of activities for the year 2019. This report will be published on the corporate website.
Both the Bylaws and the Regulations of the Board of Directors are available on the corporate website of Melia Hotels International SA.
During fiscal year 2019, articles 14 (Auditing and Compliance Committee) and 15 (Appointments and Remueration Committee) of the Regulations of the Board of Directors have been modified, by agreement of the Board of Directors dated April, 4 2019, also reported within the Sixth point of the Agenda to the General Meeting of Shareholders held on June, 18 2019 by making available to the shareholders the following informative document:
https://www.meliahotelsinternational.com/en/shareholdersAndInvestors/Shareholders Docs/2019/15.%20MHI_JGA_Documento%20informativo%20modificacion%20Reglamento_ ENG.pdf
In accordance with art.32.1 of the Regulations of the Board of Directors, the Board must know and authorize any transaction of the Company with its significant shareholders and Directors. Likewise, in accordance with article 32.2 of the Regulations of the Board of Directors, in no case shall the transaction be authorized if a report has not previously been issued by the Auditing and Compliance Committee assessing the operation from the point of view of equal treatment of shareholders and market conditions, establishing art.32.2 of the Regulations of the Board of Directors that the Board will also ensure compliance with the legality and the duties of information and transparency that the Company must comply with regarding the communication of these operations.
| Name or corporate name of significant shareholder |
Name or corporate name of the company or its group company |
Nature of the relationship |
Type of transaction |
Amount (thousand euros) |
|---|---|---|---|---|
| Tulipa Inversiones 2018, S.A |
Meliá Hotels International, S.A. |
Contractual | Reception of Services |
317 |
| Tulipa Inversiones 2018, S.A. |
Infinity Vacations Dominicana |
Contractual | Reception of Services |
285 |
| Tulipa Inversiones 2018, S.A. |
Desarrolladora Hotelera del Norte |
Contractual | Reception of Services |
108 |
| Tulipa Inversiones 2018, S.A. |
Inversiones Areito S.A.S. |
Contractual | Reception of Services |
69 |
| Tulipa Inversiones 2018, S.A. |
Sol Melia Italia S.R.L |
Contractual | Reception of Services |
6 |
| Tulipa Inversiones 2018, S.A. |
Corporación Hotelera Hispano Mexicana S.A. |
Contractual | Reception of Services |
28 |
| Tulipa Inversiones 2018, S.A. |
Desarrollos Sol, S.A.S. |
Contractual | Operational lease contracts |
185 |
|---|---|---|---|---|
| Tulipa Inversiones 2018, S.A. |
Desarrollos Sol, S.A.S. |
Contractual | Reception of Services |
407 |
| Name or corporate name of director or manager |
Name or corporate name of the related party |
Relationship | Type of transaction |
Amount (thousand euros) |
|---|---|---|---|---|
| Mr. Juan Vives Cerdá |
Meliá Hotels International, S.A. |
Commercial | Provision of services |
157.8 |
| Mr. Juan Vives Cerdá |
Prodigios Interactivos, S.A. |
Commercial | Provision of services |
108.24 |
| Mr. Juan Vives Cerdá |
Meliá Hotels International, S.A. |
Commercial | Receipt of services |
3.23 |
| Mr. Juan Vives Cerdá |
Prodigios Interactivos, S.A. |
Commercial | Receipt of services |
15.39 |
D.4 Report any material transactions carried out by the company with other entities belonging to the same group, provided that these are not eliminated in the preparation of the consolidated financial statements and do not form part of the company's ordinary business activities in terms of their purpose and conditions.
In any case, list any intragroup transaction conducted with entities in countries or territories which are considered tax havens:
| Name of the group company |
Brief description of the transaction | Amount (thousand euros) |
|---|---|---|
| Sol Meliá Funding | Assignment of the customer portfolio of American companies in the vacation club segment to Sol Meliá Funding for its management |
-91 |
| Sol Meliá Funding | Modification of the inter-group loan agreement with the parent company, in line with the centralised cash management policy |
-5,171 |
| Name of related party | Brief description of transaction | Amount (thousand euros) |
|---|---|---|
Directors are obliged to inform the Company of any situation of direct or indirect conflict which they might have with the interests of the Company, pursuant to Article 28 of the Regulations of the Board of Directors. Likewise, pursuant to Article 15.2. of the Regulations of the Board of Directors, the Appointments and Remuneration Committee must inform the Board of Directors of any transactions that involve or may involve conflicts of interest and propose, if applicable, any measures to be adopted.
YES ☐ NO ☒
Identify the other companies that are listed in Spain and their relationship with the company:
Identity and relationship with other listed group companies
State if the respective areas of activity and business relationships between the listed companies have been defined publicly and precisely, as well as between the
subsidiary and other members of the group:
YES ☐ NO ☒
Describe the possible business relationships between the parent company and the listed subsidiary, and between the subsidiary and the other group companies
Identify the mechanisms established to resolve potential conflicts of interest between the listed subsidiary and other group companies:
Mechanisms established to resolve potential conflicts of interest
The Control and Risk Management System has not changed compared to previous years. The Company maintains a risk management model based on the Enterprise Risk Management (ERM) COSO II methodology and consists of the following stages:
Identification of relevant risks, including tax risks, through the collection and comcompilation of internal and external information.
Assessme22. Evaluation of those risks, for each of the business areas and support uni rioritising tthe most relevant risks and obtaining the different Individual vvividual RRisk Maps.
3.Response to risk through the allocation of responsibilities for the mos the most relevant Risks and the definition of action plans to contribute effectively to their management.
4.Regular monitoring and control of risks, through indicators defined in repsect of the respect of most of the relevant risks, the annual update of Risk Maps, and t an the monitoring of actions designed for their mitigation.
Board of Directors, providing feedback and thus contributing to the continuous improvement of the process.
This model works in an integral and continuous way, and allows obtaining the Group Risk Map from the consolidation of the Individual Risk Maps of the different Departments and Business Areas, through the periodic identification by the management team, of the risks that threaten the objective and strategy of the Group (Stage 1), and of the valuation of the said risks in terms of the variables of probability of occurrence and impact in case of materialization (Stage 2). The Group's Fiscal Risk Map is obtained and updated annually.
The company has a Risk Control Analysis and valuation Policy approved by the Board of Directors (last updated in 2017 and accessible through the web: https://www.meliahotelsinternational.com/es).
It is a policy of global application and establishes the basic principles that govern risk management, as well as the general framework for the control, analysis and assessment of risks, including tax. Those basic principles are:
In order to develop this Policy, the Company also has an internal Control and Risk Analysis Standard whose objective is to ensure the operation of the Risk Control System, establishing the rules, guidelines and criteria that the process of updating the Map of Risks within the Group. The Regulations also define the basic responsibilities in risk management of governance bodies and the different areas within the organisation.
In the area of taxation, Meliá Hotels International has in place a Tax Strategy Policy -which has been approved by the Board of Directors. The Fiscal Strategy is governed by the following fundamentals:
This fiscal strategy is in turn developed by an Internal Standard for Control and Management of Fiscal Risk.
The Board of Directors of Meliá Hotels International has the power to delegate, with the assistance, in those cases where it is necessary, of the Committees or Committees established within the Board, in particular and among others, the identification of the main risks of the Company, in particular, tax risks and those arising from operations with derivatives, and implementation and monitoring of adequate internal control and information systems. (Art. 5 of the Board of Regulations).
On the other hand, the Auditing and Compliance Committee is responsible for supervising internal audit services and the financial reporting and internal control systems processes (Art. 14.2 of the Regulations of the Board).
The Risk Control & Compliance Department, which depends directly on the Auditing Committee (although integrated into the Legal & Compliance Department) is responsible for ensuring Compliance with both the Policy and the Internal Standard related to Risk Management and Compliance, therefore, ensuring the operation and development of the Group's risk management and Criminal Crime Prevention and Detection models. In addition, it coordinates the process of priorization of investments based on risk criteria.
Therefore, as a second line of defense it has assigned control and analysis functions, being the responsibility of risk management in the first line of defense, that is, directly in each of the different Departments and Business Areas that form the Group.
This Department reports on its activities to the Auditing and Compliance Committee, both periodically and through an Annual Report established for this purpose.
Other bodies/departments with responsibilities and/or functions related to risk management:
Committees:
| Name | Specific risk function |
|---|---|
| Executive Committee | It has the duty to develop and promote control to improve the quality of corporate governance and risk management in the Group. |
| Strategic Planning Committee |
Its tasks include the monitoring of the results and the level of compliance with the strategic plan and the alignment with the Risk Map |
| Development Committee | One of its functions consists of preparing and approving risk evaluation sheets for expansion projects. |
| Investment Committee | It ensures that part of the Group's annual resources is devoted to executing investments classed and prioritised according to risk criteria. |
| Name | Specific risk function |
|---|---|
| Internal Audit | The department in charge of verifying the proper operation of internal control systems, by ensuring that risks are identified, quantified and controlled, as well as verifying compliance with regulations. |
| Corporate Governance | Writes and updates the Group's policies and internal regulations |
| Fiscal | Coordinates and centralizes the actions of control and management of fiscal risks. Periodically reports to the Executive Committee, Auditing and Compliance Committee and to Risk Control regarding the valuation of both fiscal risks and the validity of the controls established in this regard. |
| Credit and Insurance Management |
It manages credit risk and the contracting of insurance policies at corporate level to cover certain risks, always under the guidelines set forth in the Internal Insurance Standard. |
| Health and Safety | Has responsibilities in matters of health and safety and risk prevention |
| Global Technical Services and Works |
Identify and catalog risks in the facilities based on criteria that allow the priorization of certain investments later and centrally |
The bodies/departments responsible for the preparation and implementation of the Risk Management System have available the Code of Ethics, the Whistleblowing Channel, and the Internal Policies and Regulations of Meliá Hotels International as key tools for risk management.
E.3 State the primary risks, including tax compliance risks, and those deriving from corruption (with the scope of these risks as set out in Royal Decree Law 18/2017), to the extent that these are significant, which may affect the achievement of business objectives.
Melia Hotels International is a hotel group with a strong international presence. It develops its activities in various countries and markets, with different socio-economic environments and regulatory frameworks. In this context, it is essential to identify, assess and control the risks that the Group faces in order to achieve its objectives and strategy.
The risks identified are classified in the following categories:
1.Global Risks. They go beyond the capacity for action of the Company itself and economic agents. Some examples are:
The Company has in place the relevant coverages required for this type of events, as well as the action protocols to ensure the health and safety of customers and employees, as well as the normal operation of business and, where appropriate, its protection and restoration.
2.Financial Risks. The risks that make it difficult for the Company to meet its financial commitments or make its assets liquid. For instance:
The management of these risks lies mainly with the Finance and Administration Department.
3.Business Risks. They arise from changes in the variables inherent to the business, such as:
Competition
Human Resources
Internal control and processes
Compliance Risks. Risks derived from regulatory changes established both externally and internally, and/or its possible non-compliance. Include among others:
Legal risks
The Company has a set of internal policies and standards, as well as the Code of Ethics and the Whistleblowing Channel which are some of the tools the Group has to mitigate this type of risk, and the Policy on Compliance Approved on by the Board of Directions in 2018, and through which Melia assumes the commitments of:
Ensure that internal regulations and actions carried out by its executives and managers are based on ethical standards which are aligned with the Company's principles and values, as well as its Code of Ethics.
Information Risks They are mainly caused by the inappropriate use, generation and disclosure of information. Mainly related to:
Reporting
In relation to fiscal risks and those derived from corruption, depending on the specific risk, they are included in any of the categories indicated above, mainly within the Operational or Compliance Risks.
In this regard, one of Melia Hotels International's global commitments established in its Code of Ethics is to act with rigor and forcefulness against any practice of corruption, fraud or
bribery. In this regard, the Group has an Anti-Corruption Policy approved by the Board of Directors in 2017 (available through the corporate website). This Policy establishes the commitments of:
Both fiscal risk and corruption are part of the Crime Prevention and Detection Model that the Company has implemented, which was certified in 2019 according to UNE 19601:2017. Within that Model and related to fiscal and corruption risks, the company has implemented a series of controls that are evaluated annually.
The Internal Financial Information Control System (SCIIF) widely developed in section F of this report, deserves special attention.
Tolerance levels according to the different risk categories are established in the Risk Control, Analysis and Assessment Policy, which was updated in February 2017.
The 2 Stage of the model (Risk Assessment) is carried out at residual risk level, i.e., considering existing control mechanisms, and is based on probability and impact variables using quantitative and qualitative criteria (financial, operational, regulatory, reputational, strategic, etc.) whose different ranges constitute a standardised rating scale on the basis of which risks are prioritised and acceptable risk is set.
Once the Group's Risk Map is completed, an analysis is made by risk type at Group Area or Management level. All this information is included in an annual report submitted to the Auditing and Compliance Committee and the Board of Directors.
The Risk Map is aligned with the Strategic Plan and the objective setting process. Every year we aim to ensure that measures for mitigating the most important risks are linked to annual objectives and/or the Strategic Plan. Therefore, monitoring and degree of achievement of objectives, as well as the Strategic Plan also define risk tolerance levels.
The following risks should be noted:
Worsening relations between the governments of the United States and Cuba. The measures taken by the Trump Administration such as the ban on cruise operations in Cuba, the elimination of travel licenses for educational programs for US citizens known as "People to People", the entry into force of Title III of the Helms Burton Law that has caused reactions among operators such as Trivago, which decided to withdraw numerous hotels from Cuba from its sales channels, and other measures that affected the shipping companies responsible for transporting fuel to Cuba, impacted the operation of the hotels.
In this context, some representatives of the Company have received a notification from the Department of State of the United States under Title IV of the Helms Burton Act.
Emerging destinations such as Turkey, Egypt and Tunisia continue to recover and the German Tour Operators have opted for these destinations in 2019 negatively impacting the air traffic capacity of destinations such as the Canary Islands.
In this regard, both geopolitical risks and increased competition, the Company has implemented different strategies and commercial campaigns in the destinations affected by these risks that have helped to limit the potential impact on the operation.
As a first line of defense, each of the different departments/areas (business and support units) are responsible for managing their most important risks, including tax compliance risks. Therefore, this management is fully integrated into the day-to-day activities of the areas themselves and fully aligned with the strategy.
Once the Map of Risks of the Group is updated, the Executive Committee (SET) is whom assigns the responsibilities on the said and that define the action plans to be carried out throughout to mitigate the risks (Stage 3 of the model).
The Risk Control & Compliance Department, together with the affected parties, defines KRI's indicators (Key Risk Indicators) in relation to the main risks identified that allow them to be monitored and controlled (Stage 4 of the model). These indicators are part of the periodic reporting to the Executive Committee.
Within its responsibilities in relation to this matter, the Board of Directors and the Auditing and Compliance Committee are periodically informed about the Company's risk management, which includes, among others, information on the results of the Risk Map, action plans and monitoring and control mechanisms and other possible derivative actions that allows the Board to know and respond to the challenges presented by the Company.
Throughout 2019, after the presentation of the Risk Map to the Board of Directors, reports and in-depth analysis have been reported to the Auditing and Compliance Committee regarding the main risks that they include (Stage 5 of the model):
The Risk Control & Compliance Department is responsible for coordinating, supporting, controlling and monitoring all stages of the model and, due to its direct dependence on the Auditing and Compliance Committee, reports on a recurring basis.
Describe the mechanisms comprising the system of Internal Control over Financial Reporting (ICFR) of your company.
Specify at least the following components with a description of their principal features:
The Internal Control System of Financial Information (hereinafter "SCIIF") of Melia Hotels International Group is part of its general internal control system and is configured as the set of processes that the Board of Directors, the Auditing and Compliance Committee (hereinafter, "CAC") Senior Management and Group personnel, carry out to provide reasonable assurance regarding the reliability of the financial information published in the markets. The functions and responsibilities attributed to these bodies are the following:
According to the provisions of article 529 ter of the Corporate Enterprises Act, the Board of Directors is directly responsible for determining the risk control and management policy, including tax compliance risks, and for monitoring internal reporting and control systems. In this sense, Article 5 of the Regulations of the Board of Directors gives the Board the responsibility, among others, to "Identify the most important risks for the Company, especially tax compliance risks and those arising from transactions with derivatives, and the implementation and monitoring of appropriate internal control and reporting systems."
Article 14 of the Regulations of the Board of Directors gives the Auditing and Compliance Committee the responsibility, among others, to " monitor the effectiveness of internal control in the company, Internal Audit services and risk management systems, including tax compliance risks, as well as discuss with the auditor any significant weaknesses in internal control detected during the audit, all without prejudice to their independence, being able to submit recommendations or proposals to the Board of Directors and the corresponding deadline for compliance." and " monitor and evaluate the non-financial risks (operational, technological, legal, social, environmental, political and reputational) without prejudice of the duties to be carried out by the Appointments and Remuneration Committee (hereinafter "CNR") in this matter and "supervise the preparation and presentation of mandatory financial
preceptive information and recommendations or proposals to the Board of Directors designed to safeguard its integrity".
Among the attributes of the CAC that affect the Internal Audit Department are (i) ensure the independence and effectiveness of the internal audit function, (ii) approve the budget and annual audit plan (iii) receive periodic information on its activities and (iv) verify that Senior Management takes into account the conclusions and recommendations of its reports.
The Meliá Hotels International Group gives Senior Management the responsibility to design, implement and maintain the ICFR, with each Region or Department responsible for its area of influence. This responsibility thus affects the entire Organisation insofar as the financial information is based on the activity and the information generated by the business areas and by the rest of the support areas.
The Group has an Internal Audit Department that depends hierarchically on the CAC and functionally to the Chief Legal & Compliance Officer, who in turn reports to the Group's Vice President and CEO. Among the responsibilities of the Internal Audit Department is to verify the proper functioning of the SCIIF, keeping the Board of Directors, through the CAC and Senior Management informed on whether the mechanisms enabled effectively mitigate the risk of errors with material impact on the financial information.
In order to ensure the independence of the Internal Audit Department with respect to the operations or areas that they audit and over which have no authority or responsibility, the internal auditors are not assigned other powers and functions other than those of internal audit. With the exception of the internal systems auditor, who in turn is part of the Data Protection Office and combines the two functions.
The departments and/or mechanisms in charge of: (i) the design and review of the organisational structure; (ii) defining clearly the lines of responsibility and authority, with an appropriate distribution of tasks and functions; and (iii) assurance that adequate procedures exist for proper communication throughout the company.
The definition and review process of the organisational structure is regulated by the Group's Human Resources Regulations and applies to all the Group companies. According to the provisions of such Regulations, which were approved by the Group's Senior Management in January 2012, the Human Resources Department is responsible for ensuring equity, balance
and the optimisation of the Company's organisational structure and its periodic review. The heads of the different areas within the Group must ensure that the size of its staff is appropriate and optimal to address the department and business unit operations.
Any change in the organisational structure, as well as the appointment and dismissal of senior executives and their compensation, must be proposed by the Appointments and Remuneration Committee and approved by the Board of Directors.
Likewise, the Organisation area, which reports to the Human Resources Department, is responsible, together with the different areas within the Group, for the analysis and determination of processes, as well as the job descriptions, functions and responsibilities, including positions related to the preparation of financial reporting. The Human Resources Regulations and the Group's organisational chart duly updated are available to employees through the Employee Portal.
With regard to the process of preparing financial information, in addition to detailed organizational charts, there are rules and instructions that establish the specific guidelines and responsibilities of each closure in which the main tasks are explained, both at the corporate level and at the branch level.
The Meliá Hotels International Group has several documents relating to conduct of its employees, suppliers and other stakeholders:
The Meliá Hotels International Group has a Code of Ethics that was approved by the Board of Directors in 2012 and which has been updated in 2018.
The Code of Ethics is a set of principles of action that organise and give meaning to the values of the Company, helping to understand them and learn how they should be applied and prioritised. The Code of Ethics is the summit of the entire internal regulatory framework. It establishes the bases on which policies, regulations, processes and internal procedures are created.
This Code and all the information necessary for a proper understanding thereof, is available to the Group's employees through the Employee Portal, as well as to any stakeholder through the company's corporate website (www.meliahotelsinternational.com). The Code
of Ethics is available in the following languages: Spanish, English, German, Italian, Chinese, Vietnamese, Bahasa and Portuguese.
The Code of Ethics is divided into five main areas:
Corporate values included in the Code of Ethics are proximity, excellence and consistency, commitment to service and innovation
Regarding commitments and principles, the Code of Ethics organises them depending on the different parties concerned: (i) Employees, (ii) Customers,(iii) Shareholders and investors, (iv) Owners and partners, (v) Suppliers (vi) Tourism sector and competition, (vii) Community, (viii) Environment, (ix) Public administrations, (x) Media
In particular, the Code of Ethics includes a section that regulates the principles applicable to the relationship with shareholders and investors, where the following commitments are expressly stated: i) ensuring maximum reliability and accuracy of accounting and financial records, ii) complying with the obligations regarding transparency in the stock markets, iii) maintaining a proactive attitude towards the identification, prevention and mitigation of financial and non-financial risks, and iv) providing the shareholders and investors with transparent, sufficient, accurate, timely and clear financial and non-financial information.
The responsibility for maintaining it operational lies with the Office of the Code of Ethics, which is an body created in order to resolve the queries that may arise in the ordinary operation regarding its content, interpretation and application.
In 2018, a mandatory internal training of three modules was launched, one of them related to the Code of Ethics. This training was sent to all corporate personnel worldwide and to the Directors, Deputy Directors and Headquarters in the different hotels and is still accessible through the Group's internal online training platform.
In 2018, the Board of Directors approved the Supplier's Code of Ethics, which contains the principles and commitments expected from suppliers, including those providing services. This document reinforces the management and relationship model that the Company aims to promote globally, including the principles and commitments of the Company's Code of Ethics itself, and transmitting our commitments to the supply chain.
Like the Code of Ethics, the Supplier's Code of Ethics is available on the corporate website of the Company. In November 2018, the CEO issued a release informing on its approval and implementation and prompting its dissemination among the suppliers of the Group. Currently, the Supplier's Code of Ethics is available in Spanish and English.
This code is applicable to all members of the Board of Directors and the recipients defined in the subjective scope of application. Among other things, the code contains the procedures for the treatment of privileged information.
This code is communicated and delivered in writing to the people to whom it applies at the time of their recruitment and/or according to the provisions of the code, at the time they are considered as Recipients. It must be signed and accepted by Recipients. The Chief Legal & Compliance Officer is in charge of monitoring and controlling compliance with such code, reporting any matters in relation thereto to the Auditing and Compliance Committee.
The Internal Code of Conduct in matters related to the stock market has been updated during the year 2019 and is available on the corporate website
Meliá also has Executive Behaviour Regulations and Human Resources Regulations, (the first one) regulating the conduct of its executives and (the second one) of the Group's employees, in respect of certain matters.
The Management Behavior Regulations has been updated during the year 2019 and is available on the Employee Portal.
On the occasion of the Code of Ethics in 2012, the Meliá Hotels International Group set up a Whistleblowing Channel for employees to register any complaints related to non-compliance with the contents of the Code of Ethics, especially business principles, current regulations, potential conflicts of interest or any other issue related to irregularities or potential or existing anomalous situations detected as a result of regulatory breaches, lack of internal control, financial irregularities or situations or events that may require the attention and immediate action of Senior Management. The procedure ensures, in every case, an independent and confidential analysis.
The channels available for filing complaints are: Intranet (Employee Portal), Internet (corporate website) and regular mail addressed to the Ethics Committee. Likewise, in relation to the confidentiality and in compliance with the provisions of the Law on Data Protection and Digital Rights, anonymous complaints are also accepted in the Complaints Channel.
The Ethics Committee is the independent body in charge of receiving, managing and coordinating the complaints and investigation procedure, being the only body that will have access to the complaints received and thus guaranteeing their confidentiality. The ultimate responsibility lies with the Board of Directors itself, who through the Auditing and Compliance Committee assumes the obligation to implement it.
The operation of the Employee Complaint Channel is described in the Regulations of the Employee Complaint Channel, published on the Employee Portal. At the end of 2019, a campaign to spread the Employee Complaints Channel was launched, which aim to reach all employees of the Group. As part of that campaign, a triptych was prepared in which the most relevant aspects related to it were informed, such as its objective, the types of complaints that can be presented along with some examples therof, the procedure that follow a complaint and the existing mechanisms or ways to file them.
Following the approval of the Supplier Code of Ethics, a Whistleblower Channel was enabled for suppliers through which those behaviors contrary to the aforementioned Supplier Code of Ethics can be communicated or reported. The Supplier Complaints Channel is managed by the Group Ethics Committee and can be accessed through the corporate website (meliahotelsinternational.com) or by regular mail addressed to the Ethics Committee.
The operation of the Suppliers Complaints Channel is described in the Regulations of the Supplier Complaints Channel, accessible by any provider through the platform for accessing the complaints channel.
Managers responsible for departments that prepare financial information must ensure that employees working in these areas have access to updated information and appropriate training.
Corporate team members who take part in the preparation and review of financial information receive specific training every year to update their knowledge in different matters related to
their functions. During the year 2019, they took part in training sessions on the implementation of new international accounting standards, new requirements for the disaggregation of non-financial information and alternative performance measures, workshops on the prevention, detection and investigation of fraud and workshops on the evaluation of business processes.
The departments involved in training programmes and regular updates are: Internal Audit, Risk Control & Compliance, and Global Administration and more than 90 hours a year have been dedicated to such training programmes.
In particular, in 2019, the following training activities have been carried out, among others, (for the purposes of this report, the most relevant ones have been included):
| Training activity | Duration (hours) |
Date | Provider | Department |
|---|---|---|---|---|
| Guide for the successful on-going audit implementation (online) |
4 | 05/02/2019 | Instituto de Auditores Internos (IA) |
Internal Audit |
| Scorecard and reporting of the internal audit activity |
8 | 21/05/2019 | Instituto de Auditores Internos (IA) |
Internal Audit |
| Internal Audit of the non-financial information |
16 | 22/05/219 | Instituto de Auditores Internos (IA) |
Internal Audit |
| Course on Cibersecurity and Blockchain |
8 | 12/02/2019 | APD | Internal Audit |
| Criminal Responsibility for senior positions and its consequences in the company |
3 | 07/03/2019 | APD | Internal Audit |
| Course: Due diligence with business partners. 3M case |
1.5 | 23/01/2019 | ASCOM | Risk Control & Compliance |
| Conference: Corporate Responsibility in crimes against workers' rights |
2 | 30/01/2019 | ICAIB | Risk Control & Compliance |
| Session: Criminal Responsibility of high positions and its consequences on the criminal responsibility of the company |
2 | 07/03/2019 | Garrigues - APD | Risk Control & Compliance / |
|---|---|---|---|---|
| Conference: Active Risk Management: A boost for companies |
2 | 04/04/2019 | CAEB | Risk Control & Compliance |
| Webinar: Crimes and Criminal Responsibilities affecting legal persons based on the recent Organic Law 1/2019 |
1 | 08/05/2019 | IOC | Risk Control & _Compliance |
| IV Congress on International Compliance |
16 | 27- 28/05/2019 |
ASCOM | Risk Control & Compliance |
| I National Congress of Compliance Officers |
8 | 13/06/2019 | WCA | Risk Control & Compliance |
| Digital Management of Technological Risk and Third Parties |
4,5 | 11/07/2019 | Deloitte | Risk Control & Compliance |
| XIV Confererence on Risk Management in the Tourism Sector |
4 | 20/09/2019 | Wiillis Tower | Risk Control & Compliance |
| Tax Compliance: fiscal crime and tax risk prevention |
2 | 24/10/2019 | Cuatrecasas | Risk Control & Compliance |
| V National Congress on Compliance |
8 | 12/12/2019 | Thomsons Reuters | Risk Control & Compliance |
| NIIF Meetings 2nd Quarter |
4 | 13/06/2019 | EY | Global Administration |
| NIIF Meetings 3rd Quarter |
4 | 19/09/2019 | EY | Global Administration |
| VI Conference on standardization and Accounting Law |
4 | 07/05/2019 | AECA | Global Administration |
| Course on accounting consolidation |
12 | 20 & 21/06/19 |
AECA | Global Administration |
| IFRS 15: One year later |
1 | 26/09/2019 | KPMG | Global Administration |
|---|---|---|---|---|
| IFRS Update end of year |
1 | 21/12/2019 | KPMG | Global Adminsitration |
| RICAC project on revenue from contracts with customers for the sale of goods and services rendered |
4 | 06/06/2019 | AECA | Global Administration |
| Course on ESEF broadcasting |
4.5 | 22/10/2019 | CNMV | Global Administration |
| Practical solutions for NIIF 16 and NIIF 19 |
5 | 26/11/2019 | EY | Global Administration |
| ESEF, standard format for EEFF Europe |
5 | 25/11/2019 | XBRL Association | Global Administration |
| Financial Instruments |
7 | 25/06/2019 | Global AECA Administration |
The Company also receives external advice to support the knowledge development of the team members involved, and also collaborates with IAI [Internal Audit Institute] and AECA [Spanish Accounting and Business Administration Association] as corporate partner.
Likewise, the Company is subscribed to the following publications:
| Subscription | Frequency | Provider |
|---|---|---|
| Asociación Española de Contabilidad y Administración de Empresas |
Weekly | Asociación Española de Contabilidad y Administración de Empresas (AECA) |
| Instituto Auditores Internos – Revista IAI (IAI Magazine) |
Monthly | Instituto de Auditores Internos (IAI) |
| Breaking News | Monthly | KPMG |
The Meliá Hotels International Group has a global and permanent control, analysis and risk assessment model. This model is formalized in the following documents accessible to all employees through the Employee Portal:
The Risk Control Department leads the process of periodically updating the Group's Risk Map and ensures the promotion of the definition of actions and assignment of responsibilities in order to mitigate the main risks. In in, the heads of all the departments and areas of the Group participate, identifying and assessing the different risks that affect them, including those related to financial information. Therefore, in addition to the Group's Consolidated Risk Maps, Risk Maps are also obtained from each of the different departments and areas that make up the organization.
In cooperation with the Internal Audit Department, every year the Risk Inventory is reviewed to detect which of the identified risks may affect the financial reporting objectives defined by the CNMV: existence and occurrence, completeness, valuation, presentation, disclosure and comparability.
Each of the risks identified in the process of preparing the consolidated financial statements is associated with the processes and the different financial lines considered significant.
For the purpose of identifying the scope of consolidation at all times, the Annual Accounts and Consolidation Department maintains an up-to-date corporate register that includes all of the Group's interests, whatever their nature.
The procedures for updating the scope of consolidation are defined in a manual which complements the provisions of Corporate and Joint Venture Regulations. The scope of consolidation is updated monthly according to the provisions of the International Accounting Standards and other local accounting regulations.
Regarding the possible existence of complex corporate structures, special purpose vehicles or holding companies, in general, prior approval of the Board of Directors is required for their creation.
Likewise, according to the provisions of the Tax Strategy Policy (as amended by the Board of Directors on 6 June 2018 and available on the corporate website), one of the guiding principles is "to avoid the creation of companies of opaque nature or residing in tax havens as interpreted by the European Union, unless their existence is motivated by economic or business reasons. It is reiterated that "the creation or acquisition of interests in special purpose vehicles or entities residing in countries or territories considered as tax havens" must be approved by the Board of Directors.
The impact that risks may have on financial statements is considered in updating the Risk Map, regardless of the type of risk. The Meliá Hotels International Group has categorised risks as follows:
Operational Risks.
Compliance Risks.
The results obtained in the process of updating the Risk Map are reported to and reviewed by Senior Management, the Auditing and Compliance Committee and the Board of Directors.
F.3.1 Procedures for reviewing and authorising the financial information and description of ICFR to be disclosed to the securities markets, stating who is responsible in each case and the documentation describing the flow of activities and controls (including those addressing the risk of fraud) for each type of transaction that may materially affect the financial statements, including procedures for the closing of accounts and for the separate review of critical judgements, estimates, evaluations and projections.
Meliá Hotels International provides securities markets with financial information for the consolidated group on a quarterly basis. This financial information is prepared by the Administration and Finance Department.
The Chief Financial Officer analyses the reports received, provisionally approving the financial information for submission to the Auditing and Compliance Committee, which is then responsible for supervising the financial information that it receives. The Group submits the financial statements for the first half of the year to a limited review by the Company's external auditor. Thus, in the semi-annual accounting closings, the Auditing and Compliance Committee has revised information by the Group's external auditors.
In the semi-annual closures, the Auditing and Compliance Committee reports its conclusions to the Board of Directors on the financial information presented so that, once approved by the Board of Directors, it can be published in the securities markets. Likewise, two ad hoc meetings of the Auditing and Compliance Committee have been established to approve the Intermediate Management Report for the first and third quarter. Once approved and for information purposes, the information is made available to the Board of Directors for approval.
The Meliá Hotels International Group has a procedure manual which defines the internal process for the preparation and submission of consolidated financial information. This covers the entire process of preparation, approval and publication of the financial information to be sent periodically to the CNMV.
All the areas that potentially may affect in a significant manner the Group's Annual Accounts, have controls in the critical processes to ensure the reliability of financial information. These controls are included in internal procedures or in the IT systems used for the preparation of financial information.
Most of the processes considered as critical and the control activities associated with them have been systematically documented. This documentation is made up of descriptions and flowcharts of the processes and of risk and control matrices. Additionally, and throughout this process, possible fraud risks have been identified for which controls are also formalized to mitigate these risks.
The activities that are required to be formally documented are included in the processes within the areas of Administration, Tax, Treasury and Finance, Personnel Administration, Hotel Business and Vacation Club.
The different Departments are responsible for documenting and updating each of these processes, detecting possible control weaknesses, and defining appropriate corrective measures.
The critical judgements, estimates and projections needed to measure certain assets, liabilities, revenues, expenses and commitments recorded or disclosed in the Annual Accounts are carried out by the Administration and Finance Department with the support of the other Departments.
The annual accounts of the Meliá Hotels International Group report the most relevant areas in which there are elements of judgement or estimation, as well as the key assumptions related to them. The most important estimates relate to the valuation of goodwill, provision for taxes on profits, fair value of derivatives, fair value of property investment, pension contributions and the useful life of property, plant and equipment and intangible assets.
One of the documented processes is an accounting closure procedure which defines the closure, review and authorisation of financial information generated by the different units before all the information is consolidated.
The IT Department at the Meliá Hotels International Group has a set of security regulations and procedures designed to guarantee the control of access to business applications and systems to ensure the confidentiality, availability and integrity of information.
In 2017, the Board of Directors approved the Information Security Policy, which is available on the corporate website. In development of this Policy, the Information Security Standard has also been developed as well as the Systems Use Manual and the IT Security Framework.
The Meliá Hotels International Group has formalised procedures for changes to the financial management platform and a transaction development and maintenance process. These procedures establish the controls that ensure a proper development and maintenance of applications, evaluating the impact of changes and associated risks, and they also have processes to test changes before they are implemented in production systems.
There is a management model for access and authorisation based on the segregation of functions on the systems that support financial management processes, having defined the control procedures and avoiding users to be involved in the handling of such information.
Additionally, controls have been established for the appropriate management and monitoring of the assignment of special privileges in systems that support financial information.
Outsourcing is governed by the Regulation on Service Contract that regulates the approval by the General Management of the contracting area and the verification that the supplier has sufficient professional qualifications to deliver the contracted services and that, where appropriate, he/she is registered with the corresponding professional body. This Regulation is available to all employees on the Employee Portal.
Additionally, the Group has in place an Approval Process for services other than audit services carried out by the account auditor, under which the authorisation process for procurement of audit and non-audit services is established, related to the audit and services other than the audit performed by the account auditor. This process has been updated in 2019 in order to include, among other aspects, the prohibition of contracting tax services from the Group's auditor
When the Group uses the services of independent experts, it ensures their competence and technical skills by only hiring third parties with proven experience and prestige.
To validate the reports of independent experts, the Group has trained personnel capable of validating the reasonableness of the conclusions thereof, defining and managing the appropriate service levels in each case.
It is to be noted that the new Fiscal Strategy Policy establishes that "the Fiscal Department may rely on the advice of independent experts or recognized tax standing, with the exception of the auditor and/or audit firm that performs the audit of the Group's financial statements.
F.4.1 A specifically assigned function for defining and updating accounting policies (accounting policy area or department) and resolving doubts or conflicts arising from their interpretation, maintaining fluid communications with those responsible for operations at the organisation, as well as an up-to-date accounting policy manual distributed to the business units through which the company operates.
The Annual Accounts and Consolidation Department is in charge of the definition and updating of accounting policies, as well as the interpretation thereof, and other accounting regulations that affect the financial statements of the Meliá Hotels International Group. Among others, the functions of this department are as follows:
The Meliá Hotels International Group presents its Consolidated Annual Accounts in accordance with the International Financial Reporting Standards adopted by the European Union. The company has an updated accounting policy manual that is reviewed whenever the accounting regulations applicable to the financial statements of the Group are modified in any significant respect. All personnel responsible for preparing the financial statements of the companies within the Group have access to this document through the Intranet.
There is a formal communication channel to coordinate doubts about the interpretation of the accounting policies, consisting of a general inbox for electronic mail managed by the Annual and Consolidated Accounts Department. Through which the different business areas can ask for advice on specific issues which, due to their specificity or complexity, may raise doubts about the way they should be registered in the Group's accounting books.
The Meliá Hotels International Group has an integrated financial management tool to address the reporting needs of individual financial statements and which facilitates the subsequent consolidation and analysis process.
This tool centralises in a single system all the accounting information of the Group subsidiaries, which is the basis for the preparation of individual annual accounts and the consolidated annual accounts for the Group. The system is managed centrally from the Head Office.
Please inform, indicating its main characteristics, if the Company has at least
F.5.1 The activities of the audit committee in overseeing ICFR, as well as whether the
entity has an internal audit function whose duties include providing support to the committee in its work of supervising the internal control system, including ICFR. Additionally, describe the scope of ICFR assessment made during the year and the procedure through which the person responsible prepares the assessment reports on its results, whether the company has an action plan describing possible corrective measures, and whether its impact on financial reporting is considered.
The activities of supervision of SCIIF carried out by the Auditing and Compliance Committee in 2019 include:
As indicated in section F.1.1.previously, it is the responsibility of the Internal Audit Department to verify the proper functioning of the Internal Control System, including the
reliability of the Financial Information (SCIIF), keeping the Board of Directors, through the CACA and Senior Management informed about the existence, adequacy and effectiveness of existing methods, procedures, standards, policies and instructions, which are available to Group employees.
In this regard, the Internal Audit Department prepares an Annual Internal Audit Plan that includes various actions aimed at assessing the degree of compliance with internal control through audits of different types, mainly business or operational (hotels, vacation clubs and other businesses), computer systems audits, financial audits and evaluation of control activities associated with processes in corporate and regional areas of Administration and Finance, including those processes associated with SCIIF. The areas and processes to be audited, as well as the checklist of audit control points is renewed and updated annually.
The methodology of the activities carried out by the Internal Audit team in 2019 has mainly consisted of direct on-site evaluation by the Group's auditors, although continuous monitoring, massive data analysis and self-evaluations of controls have also been carried out. The use of new review models has allowed the Group to get a company-wide vision of the degree of alignment of processes and focus resources on situations potentially involving a risk for the organisation.
Additionally, regarding the control of the financial information in the business area, in 2019, two cycles have been audited (revenues cycle and inventories cycle), which contain eight processes, divided into twenty-five sub-processes, and two thousand and sevend hundred and three control activities have been carried out.
According to the Auditing Regulations, if a review by the Audit Department detects control weaknesses in the audited area or process, these are reported to the Management of the audited area, and also to Senior Management and the Audit and Compliance Committee, if deemed appropriate. The heads of such areas must then respond to the weaknesses, either through corrective measures or the implementation of preventive plans.
Likewise, the external auditor, as mentioned in section F.7.1., annually issues a report of agreed procedures on the description of the ICFR carried out by the Group in which no outstanding aspects have been revealed.
F.5.2 Whether there is a procedure by which the account auditor (as provided in the Technical Auditing Standards), the internal auditor and other experts may inform senior management and the audit committee or senior managers of the company of the significant internal control weaknesses detected during the review of the annual accounts or such other reviews as may have been entrusted to them. Information shall also be provided on whether an action plan is available for correcting or mitigating the weaknesses found.
The Board of Directors, according to its Regulations, must meet at least six (6) times a year. Coinciding with these meetings, the Auditing and Compliance Committee also meets, with the meetings being regularly attended by the internal and external auditors as guests, and also by Senior Management, when appropriate.
The external auditor must attend, at least, the Board meeting in which Annual Accounts are prepared and, additionally, any other Board meeting at which his/her attendance is required. The Internal Audit Department is in constant communication with Senior Management and periodically informs the Auditing and Compliance Committee of any internal control weaknesses detected in internal audits.
Likewise, on an annual basis, the external auditor provides the Auditing and Compliance Committee with a report detailing the internal control weaknesses detected. The action plans related to the weaknesses detected are implemented in the form of recommendations that follow the circuit of priorization, assignment of responsible and follow-up.
No additional aspects to be broken down have been identified.
The information on the system of internal control of financial reporting included in the Annual Corporate Governance Report has been subject to review by an external auditor, whose report is attached to the Group's Management Report.
That when the parent company and a subsidiary are listed on the stock market, both should publicly and specifically define:
a) The respective areas of activity and possible business relationships between them, as well as those of the listed subsidiary with other group companies.
That, during the course of the ordinary General Shareholders' Meeting, complementary to the distribution of a written Annual Corporate Governance Report, the chairman of the Board of Directors verbally informs shareholders in sufficient detail of the most relevant aspects of the company's corporate governance, and in particular:
a) Changes taking place since the last General Shareholders' Meeting.
And that the company has made such a policy public through its web page, including information related to the manner in which said policy has been implemented and the identity of contact persons or those responsible for implementing it.
And that whenever the Board of Directors approves any issuance of shares or convertible securities without pre-emptive rights the company immediately publishes reports on its web page regarding said exclusions as referenced in applicable company law.
The Company submitted to the General Shareholders' Meeting held on 4 June 2015 a proposal for delegation of powers allowing an increase capital and the issuance of bonds. Although the amounts subject to approval exceed the percentage indicated in the recommendation, as explained in the relevant reports (which are available to shareholders), this power was considered to be necessary to raise on the stock markets the funds necessary for the appropriate management of company interests, giving the Board the broadest capacity to respond. The possibility of exclusion of pre-emptive rights is a power that must be analysed and applied in each specific case, depending on the specific conditions for the issuance. Likewise, the approved authorisation is within the legal maximum.
Also, indicate that the Company has not made use of the aforementioned authorization and that for the General Meeting of Shareholders of the year 2020 the renewal of the same is foreseen, pending the date of issuance of this report the setting of the conditions (including the percentage of capital stock) of the delegation to be submitted for approval by the Board.
That listed companies which draft any reports listed below, whether under a legal obligation or voluntarily, publish them on their website with sufficient time before the General Shareholders' Meeting, even when their publication is not mandatory:
a) Report on the auditor's independence.
Complies ☒ Complies Partially ☐ Explain ☐
Complies ☒ Explanation ☐
And that such requirements and procedures promote attendance and the exercise of shareholder rights in a non-discriminatory manner.
That when a verified shareholder has exercised his right to make additions to the agenda or to make new proposals to it with sufficient time in advance of the General Shareholders' Meeting, the company:
a) Immediately distributes the additions and new proposals.
Complies ☐ Complies Partially ☐ Explanation ☐ Not Applicable ☒
Complies ☐ Complies Partially ☐ Explanation ☐ Not Applicable ☒
And that in pursuit of the company's interest, in addition to complying with applicable law and rules and in engaging in conduct based on good faith, ethics and a respect for commonly accepted best practices, it seeks to reconcile its own company interests, when appropriate, with the interests of its employees, suppliers, clients and other stakeholders, as well as the impact of its corporate activities on the communities in which it operates and the environment.
That the Board of Directors approves a selection policy for directors that:
a) Is concrete and verifiable.
That the resulting prior analysis of the needs of the Board of Directors is contained in the supporting report from the appointments committee published upon a call from the General Shareholders' Meeting submitted for ratification, appointment or reelection of each director.
And that the selection policy for directors promotes the objective that by the year 2020 the number of female directors accounts for at least 30% of the total number of members of the Board of Directors.
The appointments committee will annually verify compliance with the selection policy of directors and explain its findings in the Annual Corporate Governance Report.
Complies ☒ Complies Partially ☐ Explain ☐
Complies ☒ Complies Partially ☐ Explain ☐
This criterion may be relaxed:
Nonetheless, when the company does not have a high level of market capitalisation or in the event that it is a large cap company with one shareholder or a group acting in a coordinated manner who together control more than 30% of the company's capital, the number of independent directors represents at least one third of the total number of directors.
That companies publish and update the following information regarding directors on the company website:
a) Professional profile and biography.
The dismissal of independent directors may also be proposed as a result of a public takeover bid, merger or similar transaction entailing a change in the shareholder structure of the company, provided that such changes in the structure of the Board are the result of the proportionate representation criteria provided for in Recommendation 16.
And that should a director be indicted or tried for any of the offences set out in company law legislation, the Board of Directors must investigate the case as soon as possible and, based on the particular situation, decide whether the director should continue in his or her post. And that the Board of Directors must provide a reasoned written account of all these events in its Annual Corporate Governance Report.
Furthermore, when the Board of Directors makes significant or repeated decisions about which the director has serious reservations, the director should draw the
appropriate conclusions and, in the event the director decides to resign, explain the reasons for this decision in the letter referred to in the next recommendation.
This recommendation also applies in the case of the secretary of the Board of Directors, despite not being a director.
Complies ☐ Complies Partially ☐ Explanation ☐ Not Applicable ☒
And that the Regulations of the Board establish the maximum number of company Boards on which directors may sit.
The Company does not consider it necessary to establish a maximum number of company Boards on which directors may sit since, prior to the appointment or re-election of directors the availability of candidates is reviewed, as provided for in the Selection Policy for Directors. The Company considers that this availability analysis achieves the same objective pursued by Recommendation 25, i.e. to make sure that Directors will devote sufficient time to collect information, be aware of the reality of the company and the evolution of its business, and participate in Board meetings and Commissions of which they are members, if any.
In fact, no Director sits in more than two Board of Directors of public companies, as indicated in paragraph C.1.11 of this report.
The Regulations of the Board of Directors establish a minimum of six meetings. In fiscal year 2019 it was not necessary to increase this number to meet the needs of the company, having taken place a total of SEVEN (7) meetings, one of them in writing and without a face-to-face session.
Likewise, Article 25 of the Regulations of the Board of Directors states that the obligations of Directors include asking persons with capacity to call meetings to call an extraordinary meeting of the Board or to include such items as they deem appropriate in the agenda of the next meeting to be held.
In any case, at the beginning of each fiscal year, the Board examines, proposes and approves the schedule of meetings for the next year, taking into account the needs of the Company.
When, under exceptional circumstances, the chairman wishes to bring urgent matters for decision or resolution before the Board of Directors which do not appear on the agenda, prior express agreement of a majority of the directors shall be necessary, and said consent shall by duly recorded in the minutes.
The Company considers that, given the absence of an Executive Chairman since December 2016, the figure of a Coordinating Director is not mandatory. Nevertheless, in line with current best practices, it decided to maintain the figure of a Coordinating Director, although the functions assigned to the Director do not entirely match the content in the recommendation, with the Director being especially empowered to: (i) request the convening of meetings of the Board of Directors or the inclusion of new items on the agenda for a meeting already convened, (ii) coordinate and arrange meetings with external directors, and (iii) lead, if appropriate, the periodic appraisal of the Chairman of the Board of Directors. These powers do not entirely match the powers included in the recommendation.
recommendations regarding good governance contained in this Good Governance Code and which are applicable to the company.
The Board of Directors in full session should conduct an annual evaluation, adopting, when necessary, an action plan to correct weaknesses detected in:
a) The quality and efficiency of the Board of Director's operation.
In order to perform its evaluation of the various committees, the Board of Directors will take a report from the committees themselves as a starting point and for the evaluation of the Board, a report from the appointments committee.
Every three years, the Board of Directors will rely upon the assistance of an external advisor for its evaluation, whose independence shall be verified by the appointments committee.
Any business relationships between the external advisor or any member of the advisor's group and the company or any company within its group shall be specified in the Annual Corporate Governance Report.
The process and the areas evaluated shall be described in the Annual Corporate Governance Report.
Complies ☐ Complies Partially ☐ Explanation ☐ Not Applicable ☒
Complies ☒ Complies Partially ☐ Explanation ☐ Not Applicable ☐
With respect to information systems and internal control:
a. Supervise the preparation and integrity of financial information relative to the company and, if applicable, the group, monitoring compliance with governing rules and the appropriate application of consolidation and accounting criteria.
b. Ensure the independence and effectiveness of the unit charged with the internal audit function; propose the selection, appointment, re-election and dismissal of the head of internal audit; draft a budget for this department; approve its goals and work plans, making sure that its activity is focused primarily on material risks to the company; receive periodic information on its activities; and verify that senior management takes into account the conclusions and recommendations of its reports.
c. Establish and supervise a mechanism that allows employees to report confidentially and, if appropriate, anonymously, any irregularities with important consequences, especially those of a financial or accounting nature, that they observe in the company.
In relation to the external auditor:
a. In the event that the external auditor resigns, examine the circumstances which caused said resignation.
b. Ensure that the remuneration paid to the external auditor for its work does not compromise the quality of the work or the auditor's independence.
c. Ensure that the company files a relevant fact with the CNMV when there is a change of auditor, along with a statement on any differences that arose with the outgoing auditor and, if applicable, the contents thereof.
d. Ensure that the external auditor holds an annual meeting with the Board of Directors in plenary session in order to make a report regarding the tasks accomplished and regarding the development of its accounting and risks faced by the company.
e. Ensure that the company and the external auditor comply with applicable rules regarding the provision of services other than auditing, the limits on concentration of the auditor's business, and all other rules regarding the auditor's independence.
That the risk control and management policy identify at least:
a) The different types of financial and non-financial risks (among those operational, technological, legal, social, environmental, political and reputational) which the company faces, including financial or economic risks, contingent liabilities and other off-balance sheet risks.
Complies ☒ Complies Partially ☐ Explanation ☐
That under the direct supervision of the audit committee or, if applicable, of a specialised committee of the Board of Directors, an internal control and management function should exist delegated to an internal unit or department of the company which is expressly charged with the following responsibilities:
a) Ensure the proper operation of risk management and control systems and, in particular, that they adequately identify, manage and quantify all material risks that may affect the company.
And that any director may ask the appointments committee to consider potential candidates he or she considers appropriate to fill a vacancy on the Board of Directors.
Complies ☒ Complies Partially ☐ Explanation ☐
That the remuneration committee exercises its functions independently and that, in addition to the functions assigned to it by law, it should be responsible for the following:
a) Propose basic conditions of employment for senior management.
b) Verify compliance with company remuneration policy.
c) Periodically review the remuneration policy applied to directors and senior managers, including remuneration involving the delivery of shares, and guarantee that individual remuneration be proportional to that received by other directors and senior managers.
That the rules regarding composition and operation of supervision and control committees appear in the Regulations of the Board of Directors and that they are consistent with those that apply to mandatory committees in accordance with the recommendations above, including:
a) That they are comprised exclusively of non-executive directors, with a majority of them independent.
a) Verification of compliance with internal codes of conduct and the company's corporate governance rules.
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That the corporate social responsibility policy includes principles or commitments which the company voluntarily assumes regarding specific stakeholders and identifies, as a minimum:
a) The objectives of the corporate social responsibility policy and the development of tools to support it.
Complies ☒ Complies Partially ☐ Explanation ☐
Shares may be given to non-executive directors under the condition that they maintain ownership of the shares until they leave their posts as directors. The forgoing shall not apply to shares that the director may be obliged to sell in order to meet the costs related to their acquisition.
And, in particular, that variable remuneration components:
Complies ☒ Complies Partially ☐ Explanation ☐ Not Applicable ☐
Complies ☒ Complies Partially ☐ Explanation ☐ Not Applicable ☐
The Company understands that the recommendation intends to ensure the involvement of Executive Directors in the results of the Company and its performance.
In view of the specific situation and given that the Company is a family-owned business, the distribution of shares to the Executive Director is deemed unnecessary.
Notwithstanding the above, the new Remuneration Policy for Directors, "establishes that remuneration systems may be established that are referenced to the quoted value of the shares or that entail the delivery of shares or option rights over these".
The forgoing shall not apply to shares which the director may need to sell in order to meet the costs related to their acquisition.
Complies ☒ Complies Partially ☐ Explanation ☐ Not Applicable ☐
H.1 If there is any aspect regarding corporate governance in the company or other companies in the group that has not been included in other sections of this report, but which is necessary in order to obtain a more complete and comprehensible picture of the structure and governance practices in the company or group, describe it briefly below.
N/A
H.2 This section may also include any other information, explanation or clarification relating to previous sections of the report, so long as it is relevant and not redundant.
Specifically, state whether the company is subject to any corporate governance legislation other than that prevailing in Spain and, if so, include any information required under this legislation that differs from the data requested in this report.
H.3 The company may also state whether it voluntarily complies with other ethical or best practice codes, whether international, sector-based, or other.
In such a case, name the code in question and the date the company began following it. It should be specifically mentioned that the company adheres to the Code of Good Tax Practices of 20 July 2010.
| Code | Organisation | Scope | Year |
|---|---|---|---|
| ECPAT - Code of Conduct for the Protection of Children from Sexual Exploitation in Travel and Tourism |
The Code International | Global | 2006 |
| Principles of Global Compact | UN Global Compact | Global | 2008 |
| CSR Best Practices and Suitability |
FTSE4 Good Ibex | Spain | 2008 |
| Global Code of Ethics for Tourism |
UNWTO | Global | 2011 |
| Climate change | CDP – Carbon Disclosure Project |
Global | 2011 |
| Social dialogue and employment rights |
IUF-UITA International Trade Unions |
Global | 2013 |
| Paris Agreements | United Nations Conference on Climate Change in Paris (COP21) |
Global | 2015 |
| Corporate Responsibility and Anti-corruption Commission |
International Chamber of Commerce (ICC) |
Global | 2016 |
| World Travel & Tourism Council |
WTTC | Global | 2016 |
Meliá Hotels International adheres to the following ethical or best practice codes:
| Transparency, Governance and Integrity Cluster |
Forética | Spain | 2017 |
|---|---|---|---|
| Climate Change Cluster | Forética | Spain | 2017 |
| Cluster Closingap for the gender gap reduction |
N/A | Spain | 2019 |
Since 2018, Meliá Hotels International has strengthened its link with Global Compact as a signatory company.
The Meliá Hotels International Group has a Code of Ethics that was approved by the Board of Directors in 2012 and which has been updated in 2018.
The Company does not adhere to the Code of Good Tax Practices of 20 July 2010.
This annual corporate governance report has been approved by the Board of Directors of the Company, at its meeting held on February 26, 2020.
Indicate whether there have been directors who voted against or abstained in relation to the approval of this report.
YES ☐ NO ☒

| Ending date of reference financial period: | 31/12/2019 | |
|---|---|---|
| CIF: | A78304516 | |
| Registered name: MELIA HOTELS INTERNATIONAL S.A. |
||
| Registered office: | ||
| GREMIO DE TONELEROS,24 POL.IND. SON CASTELLO (PALMA DE MALLORCA) BALEARES |

A.1. Complete the following table on the company's share capital:
| Date of last change |
Share capital (€) | Number of shares |
|
|---|---|---|---|
| 25/04/2016 | 45,940,000.00 | 229,700,000 | 229,700,000 |
Indicate whether there are different classes of shares with different rights attaching thereto:
[ ] Yes
[ √ ] No
A.2. Provide details of direct and indirect holders of significant shareholdings in the company at year end, excluding directors:
| Name or corporate name of |
% of shares carrying voting rights |
% of voting rights through financial instruments |
% of total | ||
|---|---|---|---|---|---|
| shareholder | Direct | Indirect | Direct | Indirect | voting rights |
| HOTELES MALLORQUINES AGRUPADOS S.L. |
10.39 | 0.00 | 0.00 | 0.00 | 10.39 |
| GLOBAL ALPHA CAPITAL MANAGEMENT LTD |
3.02 | 0.00 | 0.00 | 0.00 | 3.02 |
Breakdown of the indirect holding:
| Name or corporate name of indirect shareholder |
Name or corporate name of direct shareholder |
% of shares carrying voting rights |
% of voting rights through financial instruments |
% of total voting rights |
|---|---|---|---|---|

A.3. In the following tables, list the members of the company's Board of Directors with voting rights attaching to shares of the company:
| Name or corporate name of director |
voting rights | % of shares carrying |
% of voting rights through financial instruments |
% of total voting rights |
% of voting rights that can be transmitted through financial instruments |
||
|---|---|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | Direct | Indirect | ||
| DON JUAN ARENA DE LA MORA |
0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| DON GABRIEL ESCARRER JULIA |
0.00 | 5.03 | 0.00 | 0.00 | 5.03 | 0.00 | 0.00 |
| DON LUIS Mª DIAZ DE BUSTAMANTE TERMINEL |
0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| HOTELES MALLORQUINES CONSOLIDADOS S.L. |
23.38 | 0.00 | 0.00 | 0.00 | 23.38 | 0.00 | 0.00 |
| HOTELES MALLORQUINES ASOCIADOS, S.L. |
13.21 | 0.00 | 0.00 | 0.00 | 13.21 | 0.00 | 0.00 |
Breakdown of indirect holding:
| Name or corporate name of director |
Name or corporate name of direct shareholder |
% of shares carrying voting rights |
% of voting rights through financial instruments |
% of total voting rights |
% of voting rights that can be transmitted through financial instruments |
|---|---|---|---|---|---|
| Mr. Gabriel Escarrer Juliá |
Tulipa Inversiones 2018 S.A. |
5.025% | 5.025% |
A.7. State whether any shareholders' agreements affecting the company pursuant to Articles 530 and 531 of the Ley de Sociedades de Capital (Spanish Corporate Enterprises Act) have been reported to the company. If so, briefly describe them and list the shareholders bound by the agreement:
[ ] Yes
[ √ ] No

State whether the company is aware of any concerted actions among its shareholders. If so, provide a brief description:
| [ ] |
Yes |
|---|---|
| [ √ ] | No |
A.9. Complete the following tables on the company's treasury shares:
At year end:
| Number of direct shares | Number of indirect shares (*) | Total % of share capital |
|---|---|---|
| 3,440,825 | 1,49 |
(*) Through:
| Name or corporate name of the direct shareholder | Number of direct shares |
|---|---|
A.11. Estimated free float:
| % | |
|---|---|
| Estimated free float | 43.48 |
A.14. State whether the company has issued securities that are not traded on a regulated EU market.
| [ ] |
Yes |
|---|---|
| [ √ ] | No |

B.4. Give details of attendance at General Shareholders' Meetings held during the year of this report and the two previous years:
| Attendance data | Of which, free float | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Date of General Meeting |
% physically present |
% | % distance voting | % | % distance voting | |||||
| present by proxy |
Electronic voting |
Other | Total | physically present |
% present by proxy |
Electronic voting |
Other | Total | ||
| 18/06/2019 | 52.43% | 10.37% | 0.00% | 14.03% | 76.83% | 0.02% | 10.37% | 0.00% | 14.03% | 24.42% |
| 06/06/2018 | 52.38% | 19.91% | 0.00% | 5.00% | 77.29% | 0.00% | 19.91% | 0.00% | 5.00% | 24.91% |
| 08/06/2017 | 52.50% | 35.15% | 0.00% | 0.00% | 8.65% | 0.00% | 35.15% | 0.00% | 0.00% | 35.15% |
| Number of shares required to attend General Shareholders' Meetings | 300 |
|---|---|
| Number of shares required for distance voting | 1 |

C.1.1 Maximum and minimum number of directors established in the Bylaws and the number set by the General Shareholders' Meeting:
| Maximum number of directors | 15 |
|---|---|
| Minimum number of directors | 5 |
| Total number of directors set by the General Shareholders' Meeting | 11 |
| Name or corporate name of director |
Representative | Director category |
Position on the Board |
First appointment date |
Last appointment date |
Election procedure |
|---|---|---|---|---|---|---|
| MS. CARINA SZPILKA LÁZARO |
Independent | DIRECTOR | 25/02/2016 | 23/06/2016 | Resolution at General Shareholders' Meeting |
|
| MR.FERNAND O D´ORNELLAS SILVA |
Independent | COORDINATING DIRECTOR |
13/06/2012 | 08/06/2017 | Resolution at General Shareholders' Meeting |
|
| MR. JUAN ARENA DE LA MORA |
Independent | DIRECTOR | 31/03/2009 | 06/06/2018 | Resolution at General Shareholders' Meeting |
|
| MR. GABRIEL ESCARRER JULIA |
Proprietary | CHAIRMAN | 07/02/1996 | 04/06/2015 | Resolution at General Shareholders' Meeting |
|
| MR.SEBAS TIAN ESCARRER JAUME |
Proprietary | DIRECTOR | 07/02/1996 | 08/06/2017 | Resolution at General Shareholders' Meeting |
|
| MR. GABRIEL ESCARRER JAUME |
Executive | VICECHAIRMAN CEO |
07/04/1999 | 08/06/2017 | Resolution at General Shareholders' Meeting |
|
| MR. FRANCISCO JAVIER CAMPO GARCIA |
Independent | DIRECTOR | 13/06/2012 | 08/06/2017 | Resolution at General Shareholders' Meeting |

| MR. LUIS Mª DIAZ DE BUSTAMANTE TERMINEL |
Independent | SECRETARY DIRECTOR |
30/11/2010 | 08/06/2017 | Resolution at General Shareholders' Meeting |
||
|---|---|---|---|---|---|---|---|
| HOTELES MALLORQUINES CONSOLIDADOS S.L. |
MS. MARIA ANTONIA ESCARRER JAUME |
Proprietary | DIRECTOR | 23/10/2000 | 08/06/2017 | Resolution at General Shareholders' Meeting |
|
| MS. CRISTINA HENRÍQUEZ DE LUNA BASAGOITI |
Independent | DIRECTOR | 18/06/2019 | 18/06/2019 | Resolution at General Shareholders' Meeting |
||
| HOTELES MALLORQUINES ASOCIADOS, S.L. |
MR. ALFREDO PASTOR BODMER |
Proprietary | DIRECTOR | 18/06/2019 | 18/06/2019 | Resolution at General Shareholders' Meeting |
|
| Total number of directors 11 |
State if any directors, whether through resignation, dismissal or any other reason, have left the Board during the period subject to this report:
| Name or corporate name of director |
Director category at time of leaving |
Date of last appointment |
Date director left |
Specialised committees of which he/she was a member |
Indicate whether the director left before the end of the term |
|---|---|---|---|---|---|
| MR. JUAN VIVES CERDA |
Proprietary | 04/06/2015 | 18/06/2019 | Auditing and Compliance Commitee |
NO |
| MR. ALFREDO PASTOR BODMER |
Other External | 04/06/2015 | 18/06/2019 | Auditing and Compliance Commitee |
NO |

| EXECUTIVE DIRECTORS | |||
|---|---|---|---|
| Name or corporate | Position held | ||
| name of director | in the | Profile | |
| company's organisation |
|||
| MR. GABRIEL ESCARRER JAUME |
Vice Chairman and Chief Executive Officer |
In 1993, Mr. Gabriel Escarrer Jaume graduated in Finance and Business Management from the prestigious Wharton School, University of Pennsylvania (USA). He then worked for 3 years in the International Corporate Finance Department at the Salomon Smith Barney Investment Bank in New York. From there, in 1996, he took part in the successful IPO of Meliá Hotels International, a company founded by his father, Mr. Gabriel Escarrer Juliá, which he joined immediately afterwards, simultaneously working on a tailored postgraduate degree in Business Administration at ESADE, one of the top ten business schools in Europe. Mr. Gabriel Escarrer Jaume led a strong advance in the Company's expansion and technological transformation, providing Meliá with greater corporate strength in an increasingly complex environment in the international tourism sector. As Chief Executive Officer -position to which he was appointed in 1999-, Gabriel Escarrer addressed another important challenge when he launched an extensive renovation plan of the hotel assets, and since then, he has never stopped striving to ensure that Meliá continues to be at the forefront in the Spanish and international hotel sector and its growing presence and international influence Escarrer combines a strong vision and financing approach, supported by its solid training and a career in the field that has led him to be appointed Chairman of the Advisory Council of BBVA in the Levante Region, with the vocation and concerns of a true "hotelier", such as customer focus, innovation in services and experiences, and he is a prescriber of the trends and digitalization that are transforming the industry and the general business environment As Vice Chairman and Chief Executive Officer of Meliá Hotels International since 2009, Gabriel Escarrer has consolidated his leadership through the Company's financial strengthening and the management of an unprecedented cultural and organisational transformation, including a successful digital transformation of the Group, which today is one of the keys to its competitiveness. In 2016, after 60 years at the helm of the Company, the founder became Non Executive Chairman, transferring his executive powers to Gabriel Escarrer Jaume with the unanimous support of the Board of Directors. As the Group's first executive, Escarrer Jaume retains the positions of Vice-Chairman and CEO. As a leader of a responsible, family company, Gabriel Escarrer has always promoted the corporate responsibility and sustainability policy in the social, economic and environmental aspects, as well as the ethics and corporate values that support the performance of a Company which, as the leader and a reference in the industry, has greater public visibility and responsibility. |

| CONSEJEROS EJECUTIVOS | ||
|---|---|---|
| Name or corporate name of director |
Position held in the company's |
Profile |
| organisation | Thanks to all this, Meliá has been recognized by the agency of the responsible investments SAM, as the 2019 Most Sustainable Hotel Company in the world, as per the ranking established by the prestigious Dow Jones Sustainability Index, leader in Corporate Reputation in the tourism industry according to the prestigious MERCO ranking (a recognition it has achieved for 7 consecutive years). . Escarrer is currently one of the emerging business leaders in his country, where Forbes magazine ranks him in the top 20 Spanish CEOs. In January 2019, Gabriel Escarrer was named Chairman of Exceltur, the Alliance for Tourism Excellence and one of the most important lobbies in the country. As proof of its commitment to the renewal of the sector and its adaptation to current demands, Escarrer has promoted some of the largest projects for the conversion and repositioning of mature tourist destinations in Europe, such as Magaluf, in Mallorca, or Torremolinos in Malaga, and the maritime façade of Palma, among others, after assuming in 2017 the management of the new and spectacular "Palacio de Congresos" in Palma. As the only Group of the top-20 international hoteliers with a holiday background, Melia has consolidated its leadership in the resorts segment and its growing positioning in the urban leisure or "bleisure" segment, and maintains among its priorities an unprecedented boost of internationalization, with a special focus on the main holiday destinations in the world such as the Mediterranean, the Caribbean, Africa and Southeast Asia, where it is already among the leading hotel chains in countries such as Indonesia and Vietnam. |
|
| Total number of executive directors | 1 |
|---|---|
| % of the Board | 9.09 |
| EXTERNAL PROPRIETARY DIRECTORS | ||
|---|---|---|
| Name or corporate name of director |
Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
Profile |
| MR. GABRIEL ESCARRER JULIA |
TULIPA INVERSIONES 2018, S.A. |
In 1956 Mr. Gabriel Escarrer Juliá was only 21 years old when he founded what is now called the Meliá Hotels International group, by acquiring and managing a 60-room hotel on the island of Majorca, where he was born, and where he still maintains the headquarters of what has now become one of the most successful hotel companies in the world. |

| EXTERNAL PROPRIETARY DIRECTORS | ||
|---|---|---|
| Name or corporate name of director |
Name or corporate name of the significant shareholder represented, or which has proposed their |
Profile |
| appointment | ||
| Prior to that and for 6 years, Escarrer worked in tour operations, where he had access to the emerging tourism industry, of which he later became a visionary, pioneer and transforming entrepreneur. |
||
| Over his six decades as Chairman, the Group consolidated its leadership in Spain, hub of the vacation travel in Europe, which later was extended to the American Caribbean and Southeast Asia, where today the Group is still growing and is considered as one of the reference companies in the hotel sector. Over these years, Escarrer built strategic alliances that strengthened the Group's positioning in destinations such as Cuba and Indonesia, and in the 1990s, he extended the strategy to urban hotels in Spain, Europe, Asia and Americas, an approach that has led him to be considered one of the drivers of the internationalisation of the Spanish enterprise. One decisive event in the history of the company took place in the 80s, when the Group founded by Escarrer acquired two of the most important hotel chains at that time in Europe: Hotasa and Meliá, which represented the incorporation of nearly 70 hotels in just one year. Thanks to this acquisition, the Group founded by Escarrer achieved national and international presence, as well as a valuable brand recognition. In 1996, the Company's IPO marked a new stage of growth which was strengthened by the Group's strategic plans, and the debut of the second generation of family members in management, marking the beginning of a deep cultural transformation in the Group to address the challenges of the new business environment in the 21st century. |
||
| After emerging stronger from the financial crisis that shook the sector between 2008 and 2013, and after making sure that the Company was in safe hands, Mr. Gabriel Escarrer Juliá resigned its executive powers in December 2016, which were transferred to his son Mr. Gabriel Escarrer Jaume as Vice Chairman and Chief Executive Officer, with the founder becoming Non-Executive Chairman of the Board of Directors and the General Shareholders' Meeting. As a result of its extensive experience in the tourism industry, Mr. Gabriel Escarrer Juliá has received numerous awards which demonstrate its important contribution to national and international hospitality. One of the most important for the founder of Meliá Hotels International was the granting of the Doctor Honoris Causa degree by the Universidad de les Illes Balears (UIB) in December 1988. |

| EXTERNAL PROPRIETARY DIRECTORS | ||||
|---|---|---|---|---|
| Name or corporate name of director |
Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
Profile | ||
| In 1998 he received the "Personalidad Turística del Siglo" (Tourism | ||||
| Personality of the Century) award winning a large majority in a survey of 300 executives and professionals in the travel industry. |
||||
| A year later, he obtained other 3 prestigious awards: "Mejor Empresario de la Construcción y Promoción Inmobiliaria" (Best Entrepreneur in Construction and Real Estate Promotion) awarded by the Máster en Dirección de Empresas Constructoras e Inmobiliarias (M.D.I.) and the 'Actualidad Económica' magazine; Corporate Hotelier of the World, awarded by the well-known American 'Hotels' magazine, and several Lifetime Achievement Awards from prestigious organisations such as the International Hotel Investment Forum, the World Tourism Organisation, or the European Hospitality Awards. In May 2001, Escarrer was elected as member of the exclusive Hall of Fame of the British Travel Industry. His nomination was proposed and supported by some of the most important people in the international tourism industry, as well as relevant members of the Hall of Fame such as Martin Brackenbury (Federation of Tour Operators and Airtours), Richard Branson (Virgin), Michael Bishop (British Midland) and David Crossland (Airtours). That same year, the Chairman of Meliá Hotels International became member of the Hall of Honour at the Conrad N. Hilton of Hotel Management at the University of Houston (USA), sharing honours with Lynn & Ed Hogan (Pleasant Holidays), Alice Sheets Marriott (Marriott Corporation) and Marilyn Carlson Nelson (Carlson Companies.) In 2002, Meliá Hotels International signed an agreement with the Universidad de las Illes Balears (UIB) for the creation of the "Cátedra |
||||
| Meliá de Estudios Turísticos" (Melia Chair in Tourism Studies) which, since then, organises an annual "Premio de Estudios Turísticos Gabriel Escarrer" (Gabriel Escarrer Tourism Studies Award). |
||||
| Gabriel Escarrer received recognition to his professional career from the CIMET (Ibero-American Conference of Tourism Ministers and Entrepreneurs) and in 2006, coinciding with the 50th anniversary of the Company, he won the "Medalla de les Illes Balears" (Balearic Islands Medal), the highest distinction of the autonomous community, in recognition of his work, and the "Medalla de la Cámara de Comercio de Mallorca, Ibiza y Formentera " (Medal of the Chamber of Commerce of Majorca, Ibiza and Formentera). |

| EXTERNAL PROPRIETARY DIRECTORS | ||||
|---|---|---|---|---|
| Name or corporate name of director |
Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
Profile | ||
| In 2011, Escarrer received the Lifetime Achievement Award at the European Hospitality Awards in London, also in recognition of his long career as the founder and promoter of the largest hotel chain in Spain and the third largest in Europe. In 2012 MKG also granted him a lifetime achievement award at the Worldwide Hospitality Awards in Paris, and he won the prestigious Ulysses Award from the OMT for his lifetime achievement. In 2016, Gabriel Escarrer received the Hall of Fame of the Hotel-E Investment Conference, one of the most important international hotel investment forums, and also received the distinction of Honorary Ambassador of Brand Spain. Recognised as one of the key figures in the history of international tourism, Gabriel Escarrer, as Non-Executive Chairman of Meliá Hotels International and Chairman of the Board of Directors and the General Shareholders' Meeting, is still contributing the expertise and know-how acquired over more than 60 years leading the company, and he is still dreaming about the transforming power of tourism in society, an industry that, in his words, "connects countries, crosses borders, and promotes people's social and economic welfare". |

| CONSEJEROS EXTERNOS DOMINICALES | ||||
|---|---|---|---|---|
| Name or corporate name of director |
Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
Profile | ||
| MR. SEBASTIAN ESCARRER JAUME |
HOTELES MALLORQUINES AGRUPADOS S.L. |
Sebastián Escarrer is a member of Wharton Board of Overseers since 2013 and he was Chairman of Wharton Board for EMEA (Europe, Africa and Middle East) between 2009 and 2015. Chairman of the Spanish Executive Committee of the International Chamber of Commerce, as well as member of the Commission on Corporate Responsibility and Anti-Corruption and the Executive Board Policy and Commissions Committee. He was Vice-Chairman of Exceltur between 2012 and 2016 - the Spanish Tourist Lobby-, , Chairman of APD Illes Balears and also member of the governing national board. Escarrer is a member of the Premium Brands Fund Advisory Board of the Swiss Bank Pictet and a member of the Advisory Board of Caixabank in the Balearic Islands. As a leader engaged in the fields of tourism, business ethics, education and social responsibility, he is committed to combating the current social and values crisis. Accordingly, he is an active member of various Foundations committed to the improvement of our society, such as the Fundación SERES and the "Fundación Princesa de Girona", being a member of the Board of Trustees, the Audit Committee, the Executive Committee of the Board of Trustees and responsible for the Working Group on Education of the said foundation. He is graduate from ICADE and Master from Wharton of the University of Pennsylvania with three Majors: Business Strategy, Finance and Multinational Management. He worked for several multinationals in USA and London, such as Coca-Cola Corporation (Boston), IBM Corporation (New York), First Boston Corporation (New York and London) Hyatt International (London) or The Mac Gemini Group (Madrid). Sebastián Escarrer is member of the Board of Directors of Meliá Hotels International with 19 years of experience as executive for the multinational, joining the family business in 1993. In 1994 he was appointed Chief Executive Officer, a position he held for 16 years while in 1997, he was appointed as Vice-Chairman of Sol Meliá for 15 years. During those years he led the refinancing of Sol Group, its transformation into Sol Meliá and the successful IPO of the Company in 1996. He also led various key processes for the growth and strengthening of the Company, such as the diversification of the business and the creation and incorporation of new brands. Sebastián Escarrer has won several awards for his career in the tourism and financial industries, including his designation as one of the 100 leading businessmen of the 21st century by the 9 World Economic Forum in Davos. Also, in 1997 the prestigious American magazine 'Travel Agent' selected him as Personality of the Year in Latin America, and a year later named him Personality of the Year in Europe. In 2002, Sebastián Escarrer won the |

| CONSEJEROS EXTERNOS DOMINICALES | |||
|---|---|---|---|
| Name or corporate name of director |
Name or corporate name of the significant shareholder represented, or which has proposed their appointment |
Profile | |
| "Mejor Empresario de Baleares" (Best Entrepreneur of Balearic Islands) award granted by the magazine 'Actualidad Económica'. In 2018 he received the award "Merchant of Peace" of the International Chamber of Commerce. |
|||
| HOTELES MALLORQUINES CONSOLIDADOS S.L. |
MS. MARIA ANTONIA ESCARRER JAUME |
Mrs. María Antonia Escarrer Jaume studied in prestigious schools such as ESASDE, EADA and Cornell University, where he completed studies related mainly to Marketing and Human Resources. She specialised in the development of leadership and managerial competencies, promoting programmes of Management Development, Leadership, Marketing and Negotiation. Trained by the IE Business School as an executive coach and as an ontological Senior Coach by Newfield Consulting, she is ACC accredited by ICF (International Coaching Federation). Maria Antonia Escarrer held various positions at Melia, innovating policies and business processes. From 1991 to 1994 she joined the General Directorate of Marketing, period in which she implemented the Communication, Loyalty and Market Research policy, as well as the introduction of Marketing plans into the business units. From 1996 to April 2000 she was in charge of the General Directorate of Human Resources, she was involved in the introduction of performance and competency-based management as well as the definition, implementation and development of the different aspects of the Company's remuneration policies. She participated in the design of training and career plans and the implementation and coordination of all aspects related to the organisational structure. Between 2005 and 2011, she was responsible for the General Directorate of Sustainability, developing the social action department towards a General Directorate of Sustainability and making sustainability as a strategic line of action within the Company. Since October 2000, she is member of the Board of Directors of Meliá Hotels International and the Appointments and Remuneration Committee. She is also an expert in Transpersonal Mindfulness by the Escuela Transpersonal. Currently and since 2012, she works as coach at an executive and personal level specialised in accompanying professionals in times of career change |

| HOTELES MALLORQUINES ASOCIADOS, S.L. |
MR. ALFREDO PASTOR BODMER |
Bachelors Degree in Economic Sciences Ph D in Economics, Massachusetts Institute of Technology, Doctor in Economic Sciences. Professor of Economic Theory since 1976, he has held different positions since 1980 as Professor of Economics, Boston University (1980-1981), Country Economist, World Bank (1981-1983), Director in Planning , INI (1983-84), Director General, INI (1984-85), Chairman, ENHER (1985-90), Counselor of the Bank of Spain (1990-93), Director of the Family Business Institute (1992-93), Secretary of State for the Economy (1993 - 95), Director Instituto de la Empresa Familiar (IESE): Extraordinary Professor (1996-97) and Ordinary Professor (1997 - 2015); Chair of Spain, CEIBS (since 2000), Dean of CEIBS (China Europe International Business School), Shanghai, China (2001-2004), Chair of Emerging Economies, Banco Sabadell, 2009. |
|---|---|---|
| He is currently a member of the Board of Directors of Meliá Hoteles International, Copcisa and Bansabadell Inversión, having previously been part of other Boards such as of Miquel y Costas e Hidroeléctrica del Cantábrico, among others. Author of multiple publications, he received in 2011 the Conde de Godó Award. |
| Total number of proprietary directors | 4 |
|---|---|
| % of the Board | 36,36 |
| EXTERNAL INDEPENDENT DIRECTORS | ||||
|---|---|---|---|---|
| Name or corporate name of director |
Profile | |||
| MS. CARINA SZPILKA LÁZARO |
Degree in Economic and Business Sciences from ICADE E-2 and Executive MBA from Instituto de Empresa in Madrid. |
|||
| She has held positions at Santander Investment, Argentaria (currently, BBVA) and ING Direct between 1991 and 2013, being the CEO of ING Direct in France for the last five years and then in Spain. |
||||
| She has also developed her activity as volunteer as Vice-Chairman of Unicef Spain and as member of the Board of Trustees of Fundación Create. |
||||
| She is currently Independent Director of Abanca, Grifols and Meliá Hotels International; founding member and Chairman of K Fund Venture Capital and Chairman of ADigital. She has received numerous awards, including: "Mujer Directiva del Año" (Female Director of the Year) award, Fedepe (2011), "Premio a la carrera fulgurante" (The Brilliant Career Award), ICADE (2012), "Medalla de oro del forum alta dirección" (Gold Medal of Senior Management Forum) (2012), "Premio Emprendedores al Mejor Directivo del año" (Entrepreneurs Award to the Best Director of the Year) (2013), "Premio #ElTalento Cinco Días al Talento Ejecutivo" (Cinco Días #TheTalent Award for Executive Talent) (2014), "Premio a la Excelencia Profesional" (Award for Professional Excellence), ADigital (2014) and Eisenhower Innovation Fellow, (2014). |
||||
| MR. FERNANDO D ´ORNELLAS SILVA |
Degree in Law and Economics from ICADE-E and MBA from IESE in Barcelona (International Section), from 1983 to 1985 he worked as Deputy Financial Director at Johnson & Johnson Spain. Also, he has held several positions within the Bergé Group since 1985, Chief Financial Officer at Toyota Spain until 1992, Chief Executive Officer at Chrysler Spain from 1992 to 2004, Chairman of Chrysler Portugal from 1997 to 2012, Chairman of Chrysler Colombia from 2010 to 2012, Chairman of KIA for Argentina, |

| Name or corporate name of director |
Profile | ||
|---|---|---|---|
| Peru and Portugal from 2004 to 2012, Chairman at Mitsubishi Motor Peru from 2010 to 2012, Vice-Chairman of Mitsubishi Motors Chile from 2001 to 2012, Vice-Chairman of SKBergé Latin America from 2001 to 2012, Chairman of Bergé Automotive from 2004 to 2012 and Chief Executive Officer at Bergé Group from 2007 to 2012. Since 2004 he has held, among others, the following positions: member of the Board of Directors, Chairman of the Remuneration Committee between 2007 and 2009, and Chairman of the Audit Committee of ENDESA S.A. in 2009. Member of the Board of Directors and Chairman of the Audit Committee between 2007 and 2009 and Director in charge of supervising the activities of subsidiaries in Peru, Colombia, Argentina and Brazil for ENDESA CHILE. Member of the Board of Directors (2013-2015) and Chairman of the Audit Committee (2014-2015) of DINAMIA. Vice-Chairman of the Asociación de Nacional de Importadores de Automóviles, Camiones, Autobuses y Motocicletas from 2004 to 2012. Founding member of the Fundación España-Chile and Fundación España-Perú in 2011 and 2012. Member of the Fundación Consejo España-China y España-Japón, Adviser for Mitsubishi Corporation in the acquisition of shares in Acciona Termosolar, S.A. in 2010 and 2011, and Vice-Chairman of the Real Club de la Puerta de Hierro between 2006 and 2010. He has been a member of the Advisory Board of WILLIS IBERIA between March 2013 and December 2017. Currently, he is member of the Board of Directors since June 2012, Coordinating Director, Chairman of the Audit and Compliance Committee and member of the Appointments and Remuneration Committee at Meliá Hotels International S.A. He is member of the Board of Directors of Prosegur since April 2016, , Chairman of the Auditors and Compliance Committee (since April 2017) and Member of the Appointments and Remuneration Committee. Senior Advisor Spain and Latam for Mitsubishi Corporation since March 2013; Senior Advisor Spain and Latam for Lazard Financial Advisers S.A. since June 2013. Member of the International Advisory Board of Hispanic Society of America and its representative for Spain, member of the Advisory Board of the Real Club de la Puerta de Hierro since 2010 and Vice-Chairman of the International Board of the Madrid Teatro Real since 2015 and member of the Executive Committee at the Fundación Board Spain-Japan since 2017. |
|||
| MR. JUAN ARENA DE LA MORA |
Ph.D. in Engineering from ICAI, Mr. Juan Arena graduated in Business Science from ICADE, and also in Psychology, and he holds a diploma in Tax Studies and completed the AMP at Harvard Business School. Member of the Board of Meliá Hotels International Chairman of the Professional Council of ESADE, member of the International Advisory Board of Everis and Advisory Board of Marsh; Operating Partner of Advent International Corporation, member of the Board of Directors of Deusto Business School. Member of the Executive Committee of Fundación SERES and Chairman of its Governance Committee. He has been a member of the Board and Executive Chairman of Bankinter, Board member of Ferrovial, and Almirall Laboratories of UBS España, TPI, Everis, Dinamia and Prisa, Chairman of the Advisory Council of Panda, Consulnor, member of the Board of Trustees of ESADE and of the Advisory Board of Spencer Stuart, Wold Advisory Board and professor of Harvard Business School and IESE. He was awarded the "Gran Cruz de la Orden del Mérito Civil" (Grand Cross of the Order of Civil Merit) for his contribution to research and development of the Information Society. |

| MR. FRANCISCO JAVIER CAMPO GARCIA |
Industrial Engineer from the Universidad Politécnica de Madrid, he began his career in 1980 at Arthur Andersen. |
|---|---|
| In 1985 he joined Día Group, where for 24 years he has held the position of World Chairman of the Dia International Group and he was also a member of the Carrefour Group's Global Executive Committee for 15 years. Since 2009 until November 2014, he was Chairman of the Zena group, the leading multi |
|
| brand restaurant chain company in Spain. The group comprises five brands: Foster's Hollywood, La Vaca Argentina, Cañas y Tapas, Domino's Pizza and Burger King. |
|
| He has also been Chairman of the Cortefiel Group (Cortefiel, Springfield, WomenSecret) from 2014 to 2016. He is currently Chairman of AECOC (Association of Fast-Moving Consumer Goods Companies) which represents more than 20% of the Spanish GDP and has more than 29,000 associated companies. He is member of the Board of Directors of Bankia and Chairman of its Advisory Committee on Risks, he is also member of the Board of Directors of Meliá Hotels International, member of the Advisory Board of the Palacios Food Group, member of the Advisory Board of AT Kearney, and member of the Advisory Board of Azkoyen. He is also member of the Board of Trustees of Fundación ITER, honorary member of Fundación Carlos III, vocal member of Fundación Bankia and board member of A.P.D. (Asociación para el Progreso de la Dirección). |
| Name or corporate name of director |
Profile |
|---|---|
| MR. LUIS Mª DIAZ DE BUSTAMANTE TERMINEL |
Born in Torrelavega (Cantabria, Spain) on 25 August 1952. Graduated in Law from the Universidad Complutense de Madrid. Practising lawyer since 1975 and Partner of the law firm Isidro D. Bustamante (since 1942 – 1980/2018). His professional career is mainly focused on the areas and practice of civil, trade and civil procedural and international law, as well as on consultancy services for entrepreneurs and corporations. |
| MS. CRISTINA HENRÍQUEZ DE LUNA BASAGOITI |
Mrs. Cristina Henríquez de Luna Basagoiti has a Degree in Law and Economics from the University Pontificia de Comillas of Madrid (ICADE-2). At present she is Chairman and General Manager in Spain and Responsible for Iberia and Israel for GlaxoSmithKline (GSK), where in the past she has held several financial positions (SVP |
| Finances). Before joining GSK she worked for Procter & Gamble, where she held the post of General Director for Finances and Accounts, International Operations for Western Europe (2006 a 2010), as well as other financial positions since 1989, when she joined as financial analyst. |
|
| She is also an independent Board Member of Applus Services since July 2016, and a member of the Auditors Committee of the same entity. Vice-Chairman of the Fundación Ciencias de la Salud and member of the Governance Board and Board of Directors of Farmaindustria. |
| Total number of independent directors | 6 |
|---|---|
| % of the Board | 54,55 |

State whether any independent director receives from the company or any company in the group any amount or benefit other than compensation as a director, or has or has had a business relationship with the company or any company in the group during the past year, whether in his or her own name or as a significant shareholder, director or senior executive of a company that has or has had such a relationship.
If applicable, include a statement by the Board explaining why it believes that the director in question can perform his or her duties as an independent director.
| Name or corporate name of the director | Description of the relationship | Statement of the Board |
|---|---|---|
| OTHER EXTERNAL DIRECTORS | |||||
|---|---|---|---|---|---|
| The other external directors will be identified and the reasons why they cannot be considered proprietary or independent and their links, whether with the company, its directors, or its shareholders, will be detailed: |
|||||
| Name or corporate name of the director |
Reasons | Profile | |||
| the link |
| Número total de otros consejeros externos | N.A. |
|---|---|
| % sobre el total del consejo | N.A. |
State any changes in category that have occurred during the period for each director:
| Name or corporate name of the director |
Date of change | Previous category | Current category |
|---|---|---|---|
C.1.4 Complete the following table with information on the number of female directors at the close of the past four years, as well as the category of each.
| Number of female directors | % of directors for each category |
|||||||
|---|---|---|---|---|---|---|---|---|
| Year 2019 | Year 2018 | Year 2017 | Year 2016 | Year 2019 | Year 2018 | Year 2017 | Year 2016 | |
| Executive | 0.00 | 0.00 | 0.00 | 0.00 | ||||
| Proprietary | 1 | 1 | 1 | 1 | 25.00 | 25.00 | 25.00 | 25.00 |
| Independent | 2 | 1 | 1 | 1 | 33.33 | 20.00 | 20.00 | 20.00 |

| Number of female directors | % of directors for each category |
|||||||
|---|---|---|---|---|---|---|---|---|
| Year 2019 | Year 2018 | Year 2017 | Year 2016 | Year 2019 | Year 2018 | Year 2017 | Year 2016 | |
| Other External | 0.00 | 0.00 | 0.00 | 0.00 | ||||
| Total | 3 | 2 | 2 | 2 | 27.27 | 18.18 | 18.18 | 18.18 |
C.1.11 List, where appropriate, any legal-person directors or representatives of legal-person directors of your company, who are members or representatives of legal-person members of the Board of Directors of other companies listed on official securities markets other than group companies, who have communicated that status to the company:
| Name or corporate name of director |
Name of listed company |
Position | |
|---|---|---|---|
| MS. CARINA SZPILKA LÁZARO | GRIFOLS S.A. | DIRECTOR | |
| MR. FERNANDO D´ORNELLAS SILVA | PROSEGUR S.A. | DIRECTOR | |
| MR. FRANCISCO JAVIER CAMPO GARCIA |
BANKIA S.A. | DIRECTOR | |
| MS. CRISTINA HENRÍQUEZ DE LUNA BASAGOITI |
APPLUS SERVICES, S.A. | DIRECTOR |
C.1.13 State the overall remuneration of the Board of Directors:
| Board remuneration in financial year (thousand euros) | 3,398 |
|---|---|
| Amount of vested pension interests for current directors (thousand euros) |
|
| Amount of vested pension interests for former members (thousand euros) |

C.1.14 Identify senior management staff who are not executive directors and their total remuneration accrued during the year:
| Name or corporate name | Position(s) | |
|---|---|---|
| MR. GABRIEL CÁNAVES PICORNELL | CHIEF HUMAN RESOURCES OFFICER | |
| MS. PILAR DOLS COMPANY | CHIEF FINANCIAL OFFICER | |
| MR. JUAN IGNACIO PARDO GARCIA | CHIEF LEGAL & COMPLIANCE OFFICER | |
| MR. ANDRE PHILIPPE GERONDEAU | CHIEF OPERATING OFFICER | |
| MR. MARK MAURICE HODDINOTT | CHIEF REAL ESTATE OFFICER | |
| MR. JOSÉ LUÍS ALCINA JAUME | Internal Audit VP | |
| Total senior management remuneration (thousand euros) | 4,837 |

C.1.15 State whether the regulations of the Board have been amended during the financial year:
| [ √ ] | Yes |
|---|---|
| [ ] |
No |
C.1.21 Explain whether there are any specific requirements, other than those relating to directors, to be appointed as chairman of the Board of Directors.
| [ √ ] | Yes |
|---|---|
| [ ] |
No |
C.1.23 State whether the Bylaws or the Regulations of the Board establish any term limits for independent directors other than those required by law::
| [ | ] | Yes |
|---|---|---|
| Number of Board meetings | 7 |
|---|---|
| Number of Board meetings without the chairman | 0 |
Indicate the number of meetings held by the coordinating director with the other directors, where there was neither attendance nor representation of any executive director:
Number of meetings 0
Indicate the number of meetings held by each committee of the Board during the year:
| Number of meetings held by the Auditing and Compliance |
10 |
|---|---|
| Committee Number of meetings held by |
|
| the Appointments and | 8 |
| Remuneration Committee |

C.1.26 Indicate the number of meetings held by the Board of Directors during the year and the data on attendance by its members.
| Number of meetings with on-site attendance of at least 80% of directors | |
|---|---|
| % of on-site attendance over total votes during the year | 87.87 |
| Number of meetings with on-site attendance or representations by proxy made with specific instructions of all directors |
7 |
| % of votes cast with on-site attendance and representations by proxy made with specific instructions of all directors |
100.00 |
[ ] No
Identify, where applicable, the person(s) who certified the individual and consolidated financial statements of the company for preparation by the Board:
| Nombre | Cargo | |
|---|---|---|
| MS. PILAR DOLS COMPANY | CHIEF FINANCIAL OFFICER | |
| MR. GABRIEL ESCARRER JAUME | VICECHAIRMAN AND CEO |
C.1.29 Is the secretary of the Board also a director?
[ √ ] Ys
[ ] No
If the Secretary is not a director, fill in the following table:
| Outgoing Auditor | Incoming Auditor |
|---|---|
| PricewaterhouseCoopers, S.L. | Deloitte, S.L. |

If there has been any disagreement with the outgoing auditor, provide an explanation thereof:
[ √ ] Yes [ ] No
C.1.32 State whether the audit firm provides any non-audit services to the company and/or its group and, if so, the fees paid, and the corresponding percentage of total fees invoiced to the company and/or its group:
| [ √ ] | Yes |
|---|---|
| ------- | ----- |
[ ] No
| Company | Group Companies |
Total | |
|---|---|---|---|
| Amount invoiced for non-audit services (thousand euros) |
150 | 48 | 198 |
| Amount invoiced for non audit services/total amount invoiced by the audit firm (in %) |
39.55 | 7.03 | 18.58 |
[ √ ] No
C.1.34 State the number of consecutive years the current audit firm has been auditing the individual and/or consolidated annual accounts of the company. Likewise, state the number of years audited by the current audit firm as a percentage of the total number of years that the annual accounts have been audited:
| Individuals | Consolidated | |
|---|---|---|
| Number of consecutive years | 1 | 1 |
| Individuals | Consolidated | |
| Number of years audited by current audit firm/Number of years the company or its group have been audited (%) |
0.04 | 0.04 |
[ ] No

S Although according to Article 17 of the Regulations of the Board, meetings shall be called a minimum of three days before the day on which the meeting is to be held and the call to meeting shall include the session's agenda along with the relevant information properly summarised and prepared, unless there are exceptional circumstances, the information shall be made available to Directors (8) eight days before the meeting is held.
Furthermore, Article 22 of the Regulations of the Board establishes that Directors have the broadest powers to receive information on any aspect of the Company, to examine its books, records and documents and other evidence of the company's transactions and to inspect all its facilities.
Exercise of the powers of information shall be channeled through the Chairman or the Secretary of the Board of Directors, who will attend to the requests of the director by providing him/her with the information directly, offering appropriate interlocutors at the appropriate level in the organisation or establishing such measures so as to enable him/her to conduct the desired examinations in situ.
C.1.39 Identify individually for directors, and generally in other cases, and provide detail of any agreements made between the company and its directors, executives or employees containing compensation or golden parachute clauses in the event of resignation or dismissal or termination of employment without cause following a takeover bid or any other type of transaction.
| Nº Beneficiary: | 1 | |
|---|---|---|
| Beneficiary | Description of the agreement: |
|
| CEO | In 2015, the Chief Executive Officer signed a contract with the Company for the provision of services pursuant to Article 249 of the Corporate Enterprises Act, which, in relation to compensation, provides: - Post-contract non-compete agreement, for one year, with the Company's commitment to pay the Chief Executive Officer one year's total annual remuneration under the conditions in force at the time of termination of the contract. If the Chief Executive Officer breaches the post-contract non compete obligation, he must return to the Company any amounts received in this connection and compensate the Company with an amount equivalent to 150% of the amount received in this connection. - Termination of contract: termination of service of the Chief Executive Officer shall take place in the cases contemplated in the Corporate Enterprises Act, in which case he must place his position at the disposal of the Board of Directors and, where appropriate, execute immediately his dismissal from office. - Compensation: The Chief Executive Officer shall be compensated with an amount equal to one year's total annual remuneration, under the following circumstances: - Unilateral termination by the Chief Executive Officer: due to serious and negligent breach by the Company of its contractual obligations under the contract or to a substantial modification of his functions, powers or service conditions for reasons not attributable to the Chief Executive Officer. - Unilateral termination by the Company: not due to a serious and negligent breach by the Chief Executive Officer of the duties of loyalty, diligence or good faith or any of those established by law, according to |
|
| which he must perform his function. |
Also, following the recommendations of the United Code of Good

| Also, following the recommendations of the United Code of Good |
|---|
| Governance of the CNMV, during the year 2019 the aforementioned |
| service provision contract was modified, in order to include a clawback |
| clause. |
State if these contracts have been communicated to and/or approved by the management bodies of the company or its group. If so, specify the procedures, expected events and nature of the bodies responsible for their approval or for communicating this:
| Board of Directors | General Shareholders' Meeting |
|
|---|---|---|
| Body authorising the clauses | √ | |
| Yes | No | |
| Are these clauses notified to the General Shareholders' |
√ | |
| Meeting? |
C.2.1 Give details of all committees of the Board of Directors, their members and the proportion of executive, proprietary, independent and other external directors that comprise them:
| Auditing and compliance Committee | ||||
|---|---|---|---|---|
| Name | Position | Category | ||
| MS. CARINA SZPILKA LÁZARO | MEMBER | Independient | ||
| MR. FERNANDO D´ORNELLAS SILVA | CHAIRMAN | Independient | ||
| MR. JUAN ARENA DE LA MORA | MEMBER | Independient | ||
| MR. FRANCISCO JAVIER CAMPO GARCIA | MEMBER | Independient |
| % of executive directors | 0.00 |
|---|---|
| % of proprietary directors | 0.00 |
| % of independent directors | 100.00 |
| % of other external | 0.00 |

Identify the directors who are member of the audit committee and have been appointed taking into account their knowledge and experience in accounting or audit matters, or both, and state the date that the Chairman of this committee was appointed.
| Name of directors with experience |
MR. FERNANDO D´ORNELLAS SILVA |
|---|---|
| Date of appointment of the chairman in office |
23/06/2016 |
| Appointments and Remuneration Committee | |||||
|---|---|---|---|---|---|
| Name | Position | Category | |||
| MR. FERNANDO D´ORNELLAS SILVA | MEMBER | Independient | |||
| MR. FRANCISCO JAVIER CAMPO GARCIA | CHAIRMAN | Independient | |||
| MR. LUIS Mª DIAZ DE BUSTAMANTE TERMINEL | MEMBER | Independient | |||
| HOTELES MALLORQUINES CONSOLIDADOS S.L. | MEMBER | Propietary |
| % of executive directors | 0.00 |
|---|---|
| % of proprietary directors | 25.00 |
| % of independent directors | 75.00 |
| % of other external | 0.00 |
C.2.2 Complete the following table with information regarding the number of female directors who were members of Board committees at the close of the past four years:
| Number of female directors |
||||||||
|---|---|---|---|---|---|---|---|---|
| Year 2019 | Year 2018 | Year 2017 | Year 2016 | |||||
| Number | % | Number | % | Number | % | Number | % | |
| Auditing and compliance Committee |
1 | 20.00 | 1 | 20.00 | 1 | 20.00 | 0 | 0.00 |
| Appointments and Remuneration Committee |
1 | 25.00 | 1 | 25.00 | 1 | 25.00 | 1 | 25.00 |
D.2. Detail those significant transactions by their amount or relevant for their matter carried out between the company or entities of their group, and the significant shareholders of the company.
| Name or corporate name of significant shareholder |
Name or corporate name of the company or its group company |
Nature of the relationship |
Type of transaction |
Amount (thousand euros) |
|---|---|---|---|---|
| TULIPA INVERSIONES 2018, S.A. |
Meliá Hotels International S.A. |
Contractual | Reception of Services |
317 |
| TULIPA INVERSIONES 2018, S.A. |
Infinity Vacations Dominicana |
Contractual | Reception of Services |
285 |
| TULIPA INVERSIONES 2018, S.A. |
Desarrolladora Hotelera del Norte |
Contractual | Reception of Services |
108 |
| TULIPA INVERSIONES 2018, S.A. |
Inversiones Areito, S.A.S. |
Contractual | Reception of Services |
69 |
| TULIPA INVERSIONES 2018, S.A. |
Sol Meliá Italia S.R.L. |
Contractual | Reception of Services |
6 |
| TULIPA INVERSIONES 2018, S.A. |
Corporación Hotelera Hispano Mexicana, S.A. |
Contractual | Reception of Services |
28 |
| TULIPA INVERSIONES 2018, S.A. |
Desarrollos Sol, S.A.S. |
Contractual | Operational lease contracts |
185 |
| TULIPA INVERSIONES 2018, S.A. |
Desarrollos Sol, S.A.S. |
Contractual | Reception of Services |
407 |

D.3. State any transactions that are significant because of their amount or relevant because of their subject matter, carried out between the company or its group companies, and the directors or managers of the company:
| Name or corporate name of director or manager |
Name or corporate name of the related party |
Relationship | Type of transaction | Amount (thousand euros) |
|---|---|---|---|---|
| MR. JUAN VIVES CERDA |
Meliá Hotels International S.A. |
Commercial | Provision of services |
158 |
| MR. JUAN VIVES CERDA |
Meliá Hotels International S.A. |
Commercial | Receipt of services |
3 |
| MR. JUAN VIVES CERDA |
Prodigios Interactivos S.A. |
Commercial | Provision of services |
108 |
| MR. JUAN VIVES CERDA |
Prodigios Interactivos S.A. |
Commercial | Receipt of services |
15 |
D.4. Report any material transactions carried out by the company with other entities belonging to the same group, provided that these are not eliminated in the preparation of the consolidated financial statements and do not form part of the company's ordinary business activities in terms of their purpose and conditions.
In any case, list any intragroup transaction conducted with entities in countries or territories which are considered tax havens:
| Name of the group company |
Brief description of the transaction | Amount (thousand euros) |
|---|---|---|
| Sol Meliá Funding | Assignment of the customer portfolio of American companies in the vacation club segment to Sol Meliá Funding for its management |
91 |
| Sol Meliá Funding | Modification of the inter-group loan agreement with the parent company, in line with the centralised cash management policy |
5.171 |
D.5. List any material transactions between the company or its group companies and other related parties, not recorded under the previous items.
| Name of the group company |
Brief description of the transaction | Amount (thousand euros) |
|---|---|---|
| N.A. |
D.7. Is there more than one company in the group listed in Spain?

Indicate the degree of monitoring of the company with respect to the recommendations of the Code of good governance of listed companies.
In the event that any recommendation is not followed or partially followed, a detailed explanation of its reasons should be included so that shareholders, investors and the market in general have sufficient information to assess the company's behavior. General explanations will not be acceptable.
Complies [ X ] Explanation [ ]
Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
Complies [ X ] Complies Partially [ ] Explanation [ ]
And that the company has made such a policy public through its web page, including information related to the manner in which said policy has been implemented and the identity of contact persons or those responsible for implementing it.
Complies [ X ] Complies Partially [ ] Explanation [ ]

And that whenever the Board of Directors approves any issuance of shares or convertible securities without pre-emptive rights the company immediately publishes reports on its web page regarding said exclusions as referenced in applicable company law.
Complies [ ] Complies Partially [ ] Explanation [ X ]
The Company submitted to the General Shareholders' Meeting held on 4 June 2015 a proposal for delegation of powers allowing an increase capital and the issuance of bonds. Although the amounts subject to approval exceed the percentage indicated in the recommendation, as explained in the relevant reports (which are available to shareholders), this power was considered to be necessary to raise on the stock markets the funds necessary for the appropriate management of company interests, giving the Board the broadest capacity to respond. The possibility of exclusion of pre-emptive rights is a power that must be analysed and applied in each specific case, depending on the specific conditions for the issuance. Likewise, the approved authorisation is within the legal maximum.
Also, indicate that the Company has not made use of the aforementioned authorization and that for the General Meeting of Shareholders of the year 2020 the renewal of the same is foreseen, pending the date of issuance of this report the setting of the conditions (including the percentage of capital stock) of the delegation to be submitted for approval by the Board.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]

And that such requirements and procedures promote attendance and the exercise of shareholder rights in a nondiscriminatory manner.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Immediately distributes the additions and new proposals.
Publishes the attendance card credential or proxy form or form for distance voting with the changes such that the new agenda items and alternative proposals may be voted upon under the same terms and conditions as those proposals made by the Board of Directors.
Submits all of these items on the agenda or alternative proposals to a vote and applies the same voting rules to them as are applied to those drafted by the Board of Directors including, particularly, assumptions or default positions regarding votes for or against.
Communicates a breakdown of the results of said additions or alternative proposals after the General Shareholders' Meeting.
Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
And that in pursuit of the company's interest, in addition to complying with applicable law and rules and in engaging in conduct based on good faith, ethics and a respect for commonly accepted best practices, it seeks to reconcile its own company interests, when appropriate, with the interests of its employees, suppliers, clients and other stakeholders, as well as the impact of its corporate activities on the communities in which it operates and the environment.
Complies [ X ] Complies Partially [ ] Explanation [ ]

Complies [ X ] Explanation [ ]
That the Board of Directors approves a selection policy for directors that:
a) Is concrete and verifiable.
That the resulting prior analysis of the needs of the Board of Directors is contained in the supporting report from the appointments committee published upon a call from the General Shareholders' Meeting submitted for ratification, appointment or re-election of each director.
And that the selection policy for directors promotes the objective that by the year 2020 the number of female directors accounts for at least 30% of the total number of members of the Board of Directors.
The appointments committee will annually verify compliance with the selection policy of directors and explain its findings in the Annual Corporate Governance Report.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]
This criterion may be relaxed:
In large cap companies in which interests that are legally considered significant are minimal. In companies where a diversity of shareholders is represented on the Board of Directors without ties among them.
Complies [ X ] Explanation [ ]

Nonetheless, when the company does not have a high level of market capitalisation or in the event that it is a large cap company with one shareholder or a group acting in a coordinated manner who together control more than 30% of the company's capital, the number of independent directors represents at least one third of the total number of directors.
Complies [ X ] Explanation [ ]
Professional profile and biography.
Any other Boards to which the director belongs, regardless of whether the companies are listed, as well as any other remunerated activities engaged in, regardless of type.
Category of directorship, indicating, in the case of proprietary directors, the shareholder that they represent or to which they are connected.
The date of their first appointment as a director of the company's Board of Directors, and any subsequent re-election.
The shares and options they own.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]

The dismissal of independent directors may also be proposed as a result of a public takeover bid, merger or similar transaction entailing a change in the shareholder structure of the company, provided that such changes in the structure of the Board are the result of the proportionate representation criteria provided for in Recommendation 16.
Complies [ X ] Explanation [ ]
And that should a director be indicted or tried for any of the offences set out in company law legislation, the Board of Directors must investigate the case as soon as possible and, based on the particular situation, decide whether the director should continue in his or her post. And that the Board of Directors must provide a reasoned written account of all these events in its Annual Corporate Governance Report.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Furthermore, when the Board of Directors makes significant or repeated decisions about which the director has serious reservations, the director should draw the appropriate conclusions and, in the event the director decides to resign, explain the reasons for this decision in the letter referred to in the next recommendation.
This recommendation also applies in the case of the secretary of the Board of Directors, despite not being a director.
Complies [ X ] Complies Partially [ ] Explanation [ ] Not Applicable [ ]

Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
And that the Regulations of the Board establish the maximum number of company Boards on which directors may sit.
Complies [ ] Complies Partially [ X ] Explanation [ ]
The Company does not consider it necessary to establish a maximum number of company Boards on which directors may sit since, prior to the appointment or re-election of directors the availability of candidates is reviewed, as provided for in the Selection Policy for Directors. The Company considers that this availability analysis achieves the same objective pursued by Recommendation 25, i.e. to make sure that Directors will devote sufficient time to collect information, be aware of the reality of the company and the evolution of its business, and participate in Board meetings and Commissions of which they are members, if any.
In fact, no Director sits in more than two Board of Directors of public companies, as indicated in paragraph C.1.11 of this report.
Complies [ ] Complies Partially [ X ] Explanation [ ]
The Regulations of the Board of Directors establish a minimum of six meetings. In fiscal year 2019 it was not necessary to increase this number to meet the needs of the company, having taken place a total of SEVEN (7) meetings, one of them in writing and without a faceto-face session.
Likewise, Article 25 of the Regulations of the Board of Directors states that the obligations of Directors include asking persons with capacity to call meetings to call an extraordinary meeting of the Board or to include such items as they deem appropriate in the agenda of the next meeting to be held.
In any case, at the beginning of each fiscal year, the Board examines, proposes and approves the schedule of meetings for the next year, taking into account the needs of the Company.
Complies [ X ] Complies Partially [ ] Explanation [ ]

Complies [ ] Complies Partially [ X ] Explanation [ ] Not Applicable [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Explanation [ ] Not applicable [ ]
When, under exceptional circumstances, the chairman wishes to bring urgent matters for decision or resolution before the Board of Directors which do not appear on the agenda, prior express agreement of a majority of the directors shall be necessary, and said consent shall by duly recorded in the minutes.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]

Complies [ ] Complies Partially [ X ] Explanation [ ] Not Applicable [ ]
The Company considers that, given the absence of an Executive Chairman since December 2016, the figure of a Coordinating Director is not mandatory. Nevertheless, in line with current best practices, it decided to maintain the figure of a Coordinating Director, although the functions assigned to the Director do not entirely match the content in the recommendation, with the Director being especially empowered to: (i) request the convening of meetings of the Board of Directors or the inclusion of new items on the agenda for a meeting already convened, (ii) coordinate and arrange meetings with external directors, and (iii) lead, if appropriate, the periodic appraisal of the Chairman of the Board of Directors. These powers do not entirely match the powers included in the recommendation.
Complies [ X ] Explanation [ ]
The quality and efficiency of the Board of Director's operation.
The performance and composition of its committees.
Diversity of membership and competence of the Board of Directors.
Performance of the chairman of the Board of Directors and the chief executive officer of the company. Performance and input of each director, paying particular attention to those in charge of the various Board
committees.
In order to perform its evaluation of the various committees, the Board of Directors will take a report from the committees themselves as a starting point and for the evaluation of the Board, a report from the appointments committee.
Every three years, the Board of Directors will rely upon the assistance of an external advisor for its evaluation, whose independence shall be verified by the appointments committee.
Any business relationships between the external advisor or any member of the advisor's group and the company or any company within its group shall be specified in the Annual Corporate Governance Report.
The process and the areas evaluated shall be described in the Annual Corporate Governance Report.
Complies [ X ] Complies Partially [ ] Explanation [ ]


Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ] Not Applicable [ ]

With respect to information systems and internal control:
a. Supervise the preparation and integrity of financial information relative to the company and, if applicable, the group, monitoring compliance with governing rules and the appropriate application of consolidation and accounting criteria.
b. Ensure the independence and effectiveness of the unit charged with the internal audit function; propose the selection, appointment, re-election and dismissal of the head of internal audit; draft a budget for this department; approve its goals and work plans, making sure that its activity is focused primarily on material risks to the company; receive periodic information on its activities; and verify that senior management takes into account the conclusions and recommendations of its reports.
c. Establish and supervise a mechanism that allows employees to report confidentially and, if appropriate, anonymously, any irregularities with important consequences, especially those of a financial or accounting nature, that they observe in the company.
In relation to the external auditor:
a. In the event that the external auditor resigns, examine the circumstances which caused said resignation.
b. Ensure that the remuneration paid to the external auditor for its work does not compromise the quality of the work or the auditor's independence.
c. Ensure that the company files a relevant fact with the CNMV when there is a change of auditor, along with a statement on any differences that arose with the outgoing auditor and, if applicable, the contents thereof.
d. Ensure that the external auditor holds an annual meeting with the Board of Directors in plenary session in order to make a report regarding the tasks accomplished and regarding the development of its accounting and risks faced by the company.
e. Ensure that the company and the external auditor comply with applicable rules regarding the provision of services other than auditing, the limits on concentration of the auditor's business, and all other rules regarding the auditor's independence.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]

Complies [ X ] Complies Partially [ ] Explanation [ ] Not Applicable [ ]
The different types of financial and non-financial risks (among those operational, technological, legal, social, environmental, political and reputational) which the company faces, including financial or economic risks, contingent liabilities and other off-balance sheet risks.
Fixing of the level of risk the company considers acceptable.
Measures identified in order to minimise identified risks in the event they occur. Internal control and information systems to be used in order to control and manage identified risks, including contingent liabilities and other off-balance sheet risks.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Ensure the proper operation of risk management and control systems and, in particular, that they adequately identify, manage and quantify all material risks that may affect the company.
Actively participate in the creation of the risk strategy and in important decisions regarding risk management. Ensure that the risk management and control systems adequately mitigate risks as defined by policy issued by the Board of Directors.
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]

Complies [ ] Explanation [ ] Not Applicable [ X ]
And that any director may ask the appointments committee to consider potential candidates he or she considers appropriate to fill a vacancy on the Board of Directors.
Complies [ X ] Complies Partially [ ] Not Applicable [ ]
Propose basic conditions of employment for senior management. Verify compliance with company remuneration policy.
Periodically review the remuneration policy applied to directors and senior managers, including remuneration involving the delivery of shares, and guarantee that individual remuneration be proportional to that received by other directors and senior managers.
Ensure that potential conflicts of interest do not undermine the independence of external advice rendered to the Board.
Verify information regarding remuneration paid to directors and senior managers contained in the various corporate documents, including the Annual Report on Director Remuneration.
Complies [ X ] Complies Partially [ ] Not Applicable [ ]
Complies [ X ] Complies Partially [ ] Not Applicable [ ]

Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
Complies [ X ] Complies Partially [ ] Explanation [ ]
42 / 45

Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ]
Complies [ X ] Explanation [ ]
Shares may be given to non-executive directors under the condition that they maintain ownership of the shares until they leave their posts as directors. The forgoing shall not apply to shares that the director may be obliged to sell in order to meet the costs related to their acquisition.
Complies [ X ] Complies Partially [ ] Explanation [ ]
43 / 45

And, in particular, that variable remuneration components:
Complies [ X ] Complies Partially [ ] Explanation [ ] Not Applicable [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ] Not Applicable [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ] Not Applicable [ ]
Complies [ ] Complies Partially [ ] Explanation [ X ] Not Applicable [ ]
The Company understands that the recommendation intends to ensure the involvement of Executive Directors in the results of the Company and its performance.
In view of the specific situation and given that the Company is a family-owned business, the distribution of shares to the Executive Director is deemed unnecessary.
Notwithstanding the above, the new Remuneration Policy for Directors, establishes that remuneration systems may be established that are referenced to the quoted value of the shares or that entail the delivery of shares or option rights over these".
44 / 45

The forgoing shall not apply to shares which the director may need to sell in order to meet the costs related to their acquisition.
Complies [ ] Complies Partially [ ] Explanation [ ] Not Applicable [ X ]
Complies [ X ] Complies Partially [ ] Explanation [ ] Not Applicable [ ]
Complies [ X ] Complies Partially [ ] Explanation [ ] Not Applicable [ ]
Indicate whether there have been directors who voted against or abstained in relation to the approval of this report.
[ ] Yes [ √ ] No
We state that the data included in this statistical annex coincide and are consistent with the descriptions and data included in the annual corporate governance report published by the company.
The preparation of the Consolidated Management Report and Annual Accounts has been approved by the Board of Directors, in the meeting held on 26 February 2020, subject to verification by the Auditors and subsequent approval by the General Shareholders' Meeting.
The Consolidated Management Report and Annual Accounts are issued in 448 sheets, all of them signed by the Secretary, and being this last sheet signed by all Directors.
| Signed Mr. Gabriel Escarrer Juliá Chairman |
Signed Mrs. Cristina Henríquez de Luna Basagoiti Director |
|---|---|
| Signed Mr. Gabriel Escarrer Jaume Vice-Chairman and Chief Executive Officer |
Signed Mr. Sebastián Escarrer Jaume Director |
| Signed Mr. Juan Arena de la Mora Director |
Signed Hoteles Mallorquines Consolidados, S.L. (Represented by Mrs. María Antonia Escarrer Jaume) Director |
| Signed Mr. Fernando d'Ornellas Silva Director |
Signed Mr. Francisco Javier Campo García Director |
| Signed Hoteles Mallorquines Asociados, S.L. (Represented by Mr. Alfredo Pastor Bodmer) Director |
Signed Mrs. Carina Szpilka Lázaro Director |
| Signed Mr. Luis Mª Díaz de Bustamante y Terminel Secretary and Director |









The undersigned Directors state that, to the best of their knowledge, the Individual and Consolidated Annual Financial Statements for the Fiscal Year 2019, approved by the Board of Directors at its meeting of February 26, 2020 and prepared in accordance with applicable accounting standards, present a fair view of the assets, financial position and results of operations of Melia Hotels International, S.A. and of the companies included in its scope of consolidation, taken as a whole, and that the Individual and Consolidated Management Reports with them include a true assessment of the corporate performance and results and the position of Melia Hotels International S.A. and its Group, as well as a description of the principal risks and uncertainties facing them.
Palma de Mallorca, February 26, 2020.
| D. Gabriel ESCARRER JULIÁ, Chariman | _____ |
|---|---|
| D. Gabriel ESCARRER JAUME, Vicechairman and CEO | _____ |
| D. Sebastián ESCARRER JAUME | _____ |
| HOTELES MALLORQUINES CONSOLIDADOS, S.L., Representedby Mrs. Mª Antonia ESCARRER JAUME |
_____ |
| HOTELES MALLORQUINES ASOCIADOS, S.L., Represented by Mr. Alfredo PASTOR BODMER |
_____ |
| D. Juan ARENA DE LA MORA | _____ |
| D. Francisco Javier CAMPO GARCÍA | _____ |
| D. Fernando d´ORNELLAS SILVA | _____ |
| Dña. Carina SZPILKA LÁZARO | _____ |
| Dña. Cristina HENRÍQUEZ DE LUNA BASAGOITI | _____ |
| D. Luis Mª DÍAZ DE BUSTAMANTE Y TERMINEL, Secretary | ___ |
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