War Between NH’s Presidents Over HNA’s Role On The Board

2 June 2016 – Cinco Días

The investment funds that hold share capital in NH and critics of the role played in the hotel chain by HNA’s Directors have obtained the support of a heavyweight: the co-President of the Hesperia Investor Group, José Antonio Castro, who is also the second largest shareholder with a 9.27% stake.

José Antonio Castro, representative of Hesperia and co-President of the hotel chain, has acknowledged in a letter to two of the investment funds that hold stakes in NH, namely Henderson and Taube, that “a clear conflict of interest exists in the company for our shareholder HNA, following its agreement to purchase Carlson Rezidor and in particular, for the Board member and co-President, Charles B. Mobus”.

In his letter, Castro noted that NH’s Board of Directors ruled on 10 May that the role played by Mobus as advisor to the purchase of Carlson Rezidor did not compromise his position as the co-President of NH. At that meeting, the hotel’s management body agreed to put the necessary mechanisms in place to analyse a possible conflict of interest with HNA’s representatives. “However, that committee has not been created yet”, he said.

Hesperia’s representative confirms that his position regarding Mobus has changed with respect to the view he held at the Board meeting on 10 May and he justifies that decision by explaining that the HNA representative had informed some of the company’s shareholders that he had been authorised by the Board to go ahead with the Carlson Rezidor transaction. “That is not true. He tried (to obtain approval), that part is true, but the Board was not in agreement”.

Castro also justifies his change of heart by explaining that Mobus informed shareholders “that the Board of Directors knew that he was acting as advisor to the transaction. But, that is not true. He never told them”, he states in the letter, in which he also confirms that Mobus’ role is to advise HNA in its plans for the hotel industry, which involves the consolidation of its subsidiaries, something that he acknowledges, according to Castro, in the letters sent to other shareholders about the integration of NH and Rezidor or between NH and Carlson.

The businessman also acknowledges that during the last 20 days, NH has had “poor corporate governance”. In this way, Castro thinks a new Board meeting should be convened to review the latest agreements reached with respect to HNA’s possible conflict of interest.

Original story: Cinco Días (by L. Salces)

Translation: Carmel Drake

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