Committees

Currently at Exolum Corporation, S.A., we have an audit committee and an appointments and remuneration committee.

Audit committee

Chairman
Mr. Juan Rodríguez Inciarte – External Proprietary Director
President of the Audit Committee of Exolum Corporation, S.A. Chairman of Santander UK and sits on the Boards of Santander Consumer Finance, and Santander Asset Management Investment Holdings. Head of Strategy of Santander. Mr. Rodríguez was appointed director of Exolum Corporation, S.A. through co-option, at the proposal of the shareholder Borealis Spain Parent, B.V., by virtue of resolution adopted by the Board of Directors at its meeting held on 30 May 2017, and reappointed through resolution of the Ordinary General Meeting of Shareholders held on 24 April 2018.
Ordinary member
MEIF 5 Co-Invest Rey Investments, S.à.r.l. – External Proprietary Director
Represented by Mrs. Gabrielle Louise Dale
Ordinary member of the Audit Committee of Exolum Corporation, S.A. The shareholder MEIF 5 Co-Invest Rey Investments, S.à.r.l., which has appointed Mrs. Gabrielle Louise Dale as its natural person representative, was appointed director of Exolum Corporation, S.A. through co-option by virtue of resolution adopted by the Board of Directors at its meeting held on 27 June 2017, and reappointed through resolution of the Ordinary General Meeting of Shareholders held on 24 April 2018.
Ordinary member
Mr. Jan Reinier Voute – External Proprietary Director
Ordinary Member of the Audit Committee of Exolum Corporation, S.A. Co-Head CVC Strategic Opportunities and Managing Partner of CVC Capital Partners Mr. Reinier was appointed director of Exolum Corporation, S.A., at the proposal of the shareholder Servet Investments, S.à.r.l., through resolution adopted by the Ordinary General Meeting held on 28 May 2020.
Ordinary member
Vaugirard Infra, S.L. – External Proprietary Director
Represented by Mr. Quentin Le Cloarec
Ordinary Member of the Audit Committee of Exolum Corporation, S.A. Vaugirard Infra, S.L. owns an amount of shares which represent an equity holding of 10% of Exolum Corporation, S.A.'s voting rights. The shareholder Vaugirard Infra, S.L. which has appointed Mr. Quentin Le Cloarec as its natural person representative, was appointed director of Exolum Corporation, S.A. through co-option by virtue of resolution adopted by the Board of Directors at its meeting held on 26 January 2016, and reappointed by resolution of the Ordinary General Meeting of Shareholders at its meeting held on 27 May 2021.
Ordinary member
Stichting Depositary APG Infrastructure Pool 2017 II – External Proprietary Director
Represented by Mr. Carlo Maddalena
Ordinary member of the Audit Committee of Exolum Corporation, S.A. Stichting Depositary APG Infrastructure Pool 2017 II owns an amount of shares which represent an equity holding of 10% of Exolum Corporation, S.A.'s voting rights. The shareholder Stichting Depositary APG Infrastructure Pool 2017 II, which has appointed Mr. Carlo Maddalena as its natural person representative, was appointed director of Exolum Corporation, S.A. through co-option by virtue of resolution adopted by the Board of Directors at its meeting held on 30 May 2017, and reappointed through resolution of the Ordinary General Meeting of Shareholders held on 24 April 2018.
Secretary
Ms. Cristina Fernández Gómez
Cristina Fernández holds a dual Degree in Law and Business Studies from ICADE E-3 (Universidad Pontificia Comillas). She began her professional career at Uría Menéndez, then moving into different positions in the General Secretariat at Ferrovial, the last of which as Director of the Legal Corporate Department. Later, she joined Telefónica where, until February 2022, she held the position of Legal Director of Mergers and Acquisitions, Finance and Advisory. In April 2022 she was appointed as General Secretary and Secretary of the Board of Directors of Exolum.

Nominations and Remunerations Committee

Chairman
MEIF 5 Rey Holdings, S.L. – External Proprietary Director
Represented by Mr. Juan Sebastián Caño Sterck
President of the Appointments and Remunerations Committee of Exolum Corporation, S.A. MEIF 5 Rey Holdings, S.L. owns an amount of shares which represent an equity holding of 20% of Exolum Corporation, S.A.'s voting rights. The shareholder MEIF 5 Rey Holdings, S.L., which has appointed Mr. Juan Sebastián Caño Sterck as its natural person representative, was appointed director of Exolum Corporation, S.A. through co-option by virtue of resolution adopted by the Board of Directors at its meeting held on 27 June 2017, and reappointed through resolution of the Ordinary General Meeting of Shareholders held on 24 April 2018.
Ordinary member
Borealis Spain Holdings B.V. – External Proprietary Director
Represented by Timm Robert Degenhardt
Ordinary member of the Appointments and Remunerations Committee of Exolum Corporation, S.A. Borealis Spain Holdings B.V. is Borealis Spain Parent B.V.’s sole shareholder which is the owner of an amount of shares which represent an equity holding of 24,77% of Exolum Corporation, S.A.'s voting rights. The shareholder Borealis Spain Holdings B.V., which has appointed Mr. D. Timm Robert Degenhardt as its natural person representative, was appointed director of Exolum Corporation, S.A. through co-option by virtue of resolution adopted by the Board of Directors at its meeting held on 28 June 2016, and reappointed through resolution of the Ordinary General Meeting of Shareholders held on 5 May 2022.
Ordinary member
Castillo Spanish Holdings LP – External Proprietary Director
Represented by Mr. Timothy Gerald Formuziewich
Ordinary member of the Appointments and Remunerations Committee of Exolum Corporation, S.A. Castillo Spanish Holdings LP owns an amount of shares which represent an equity holding of 10% of Exolum Corporation, S.A.'s voting rights. The shareholder Castillo Spanish Holdings LP, which has appointed Mr. Timothy Gerald Formuziewich as its natural person representative, was appointed director of Exolum Corporation, S.A. through co-option by virtue of resolution adopted by the Board of Directors at its meeting held on 25 April 2019, and reappointed through resolution of the Ordinary General Meeting of Shareholders held on 17 June 2019.
Ordinary member
Theatre Directorship Services Beta, S.à.r.l. – External Proprietary Director
Represented by Mr. José Antonio Torre de Silva López de Letona
Ordinary member of the Appointments and Remunerations Committee of Exolum Corporation, S.A. Theatre Directorship Services Beta, S.à.r.l., which has appointed Mr. José Antonio Torre de Silva López de Letona as its natural person representative, was appointed director of Exolum Corporation, S.A., at the proposal of the shareholder Servet Investments,S.à.r.l., through resolution adopted by the Ordinary General Meeting held on 25 April 2017, and reappointed through resolution of the Ordinary General Meeting of Shareholders held on 5 May 2022.
Secretary
Ms. Cristina Fernández Gómez
Cristina Fernández holds a dual Degree in Law and Business Studies from ICADE E-3 (Universidad Pontificia Comillas). She began her professional career at Uría Menéndez, then moving into different positions in the General Secretariat at Ferrovial, the last of which as Director of the Legal Corporate Department. Later, she joined Telefónica where, until February 2022, she held the position of Legal Director of Mergers and Acquisitions, Finance and Advisory. In April 2022 she was appointed as General Secretary and Secretary of the Board of Directors of Exolum.

Audit Committee

The Audit Committee Regulations are included in article 35 bis of the Articles of Association and article 15 of the Exolum Corporation, S.A. Board of Directors’ Regulations.

Chairman

Mr. Juan Rodríguez Iniciarte – External Proprietary Director

President of the Audit Committee of Exolum Corporation, S.A.

 

Chairman of Santander UK and sits on the Boards of Santander Consumer Finance, and Santander Asset Management Investment Holdings. Head of Strategy of Santander.

 

Mr. Rodríguez was appointed director of Exolum Corporation, S.A. through co-option, at the proposal of the shareholder Borealis Spain Parent, B.V., by virtue of resolution adopted by the Board of Directors at its meeting held on 30 May 2017, and reappointed through resolution of the Ordinary General Meeting of Shareholders held on 24 April 2018.

Ordinary member

MEIF 5 Co-Invest Rey Investments, S.à.r.l. – External Proprietary Director
Represented by Mrs. Gabrielle Louise Dale

Ordinary member of the Audit Committee of Exolum Corporation, S.A.

 

The shareholder MEIF 5 Co-Invest Rey Investments, S.à.r.l., which has appointed Mrs. Gabrielle Louise Dale as its natural person representative, was appointed director of Exolum Corporation, S.A. through co-option by virtue of resolution adopted by the Board of Directors at its meeting held on 27 June 2017, and reappointed through resolution of the Ordinary General Meeting of Shareholders held on 24 April 2018.

Ordinary member

Stichting Depositary APG Infrastructure Pool 2017 II – External Proprietary Director
Represented by Mr. Carlo Maddalena

Ordinary member of the Audit Committee of Exolum Corporation, S.A.

 

Stichting Depositary APG Infrastructure Pool 2017 II owns an amount of shares which represent an equity holding of 10% of Exolum Corporation, S.A.’s voting rights.

 

The shareholder Stichting Depositary APG Infrastructure Pool 2017 II, which has appointed Mr. Carlo Maddalena as its natural person representative, was appointed director of Exolum Corporation, S.A. through co-option by virtue of resolution adopted by the Board of Directors at its meeting held on 30 May 2017, and reappointed through resolution of the Ordinary General Meeting of Shareholders held on 24 April 2018.

Ordinary member

Vaugirard Infra, S.L. – External Proprietary Director 
Represented by Mr. Quentin Le Cloarec

Ordinary Member of the Audit Committee of Exolum Corporation, S.A.

 

Vaugirard Infra, S.L. owns an amount of shares which represent an equity holding of 10% of Exolum Corporation, S.A.’s voting rights.

 

The shareholder Vaugirard Infra, S.L. which has appointed Mr. Quentin Le Cloarec as its natural person representative, was appointed director of Exolum Corporation, S.A. through co-option by virtue of resolution adopted by the Board of Directors at its meeting held on 26 January 2016, and reappointed by resolution of the Ordinary General Meeting of Shareholders at its meeting held on 27 May 2021.

Ordinary member

Mr. Jan Reinier Voute – External Proprietary Director
 

Ordinary Member of the Audit Committee of Exolum Corporation, S.A.

 

Co-Head CVC Strategic Opportunities and Managing Partner of CVC Capital Partners Mr. Reinier was appointed director of Exolum Corporation, S.A., at the proposal of the shareholder Servet Investments, S.à.r.l., through resolution adopted by the Ordinary General Meeting held on 28 May 2020.

Secretary

Ms. Cristina Fernández Gómez

Cristina Fernández holds a dual Degree in Law and Business Studies from ICADE E-3 (Universidad Pontificia Comillas). 

 

She began her professional career at Uría Menéndez, then moving into different positions in the General Secretariat at Ferrovial, the last of which as Director of the Legal Corporate Department. Later, she joined Telefónica where, until February 2022, she held the position of Legal Director of Mergers and Acquisitions, Finance and Advisory. 

 

In April 2022 she was appointed as General Secretary and Secretary of the Board of Directors of Exolum. 

Appointments and Remuneration Committee

 

The Appointments and Remuneration Committee Regulations are included in article 16 of the Exolum Corporation, S.A. Board of Directors’ Regulations.

Chairman

MEIF 5 Rey Holdings, S.L. – External Proprietary Director
Represented by Mr. Juan Sebastián Caño Sterck

President of the Appointments and Remunerations Committee of Exolum Corporation, S.A.

 

MEIF 5 Rey Holdings, S.L. owns an amount of shares which represent an equity holding of 20% of Exolum Corporation, S.A.’s voting rights.

 

The shareholder MEIF 5 Rey Holdings, S.L., which has appointed Mr. Juan Sebastián Caño Sterck as its natural person representative, was appointed director of Exolum Corporation, S.A. through co-option by virtue of resolution adopted by the Board of Directors at its meeting held on 27 June 2017, and reappointed through resolution of the Ordinary General Meeting of Shareholders held on 24 April 2018

Ordinary Member

Borealis Spain Holding B.V. – External Proprietary Director
Represented by Mr. Timm Robert Degenhardt

Ordinary member of the Appointments and Remunerations Committee of Exolum Corporation, S.A.

 

Borealis Spain Holdings B.V. is Borealis Spain Parent B.V.’s sole shareholder which is the owner of an amount of shares which represent an equity holding of 24,77% of Exolum Corporation, S.A.’s voting rights.

 

The shareholder Borealis Spain Holdings B.V., which has appointed Mr. D. Timm Robert Degenhardt as its natural person representative, was appointed director of Exolum Corporation, S.A. through co-option by virtue of resolution adopted by the Board of Directors at its meeting held on 28 June 2016, and reappointed through resolution of the Ordinary General Meeting of Shareholders held on 5 May 2022.

Vocal

Castillo Spanish Holdings LP –
External Proprietary Director
Represented by Mr. Timothy Gerald Formuziewich

Ordinary member of the Appointments and Remunerations Committee of Exolum Corporation, S.A.

 

Castillo Spanish Holdings LP owns an amount of shares which represent an equity holding of 10% of Exolum Corporation, S.A.’s voting rights.

 

The shareholder Castillo Spanish Holdings LP, which has appointed Mr. Timothy Gerald Formuziewich as its natural person representative, was appointed director of Exolum Corporation, S.A. through co-option by virtue of resolution adopted by the Board of Directors at its meeting held on 25 April 2019, and reappointed through resolution of the Ordinary General Meeting of Shareholders held on 17 June 2019.

Vocal

Theatre Directorship Services Beta, S.à.r.l. – External Proprietary Director
Represented by Mr. José Antonio Torre de Silva López de Letona

Ordinary member of the Appointments and Remunerations Committee of Exolum Corporation, S.A.

 

Theatre Directorship Services Beta, S.à.r.l., which has appointed Mr. José Antonio Torre de Silva López de Letona as its natural person representative, was appointed director of Exolum Corporation, S.A., at the proposal of the shareholder Servet Investments,S.à.r.l., through resolution adopted by the Ordinary General Meeting held on 25 April 2017, and reappointed through resolution of the Ordinary General Meeting of Shareholders held on 5 May 2022.

Secretary

Ms. Cristina Fernández Gómez

Cristina Fernández holds a dual Degree in Law and Business Studies from ICADE E-3 (Universidad Pontificia Comillas).

 

She began her professional career at Uría Menéndez, then moving into different positions in the General Secretariat at Ferrovial, the last of which as Director of the Legal Corporate Department. Later, she joined Telefónica where, until February 2022, she held the position of Legal Director of Mergers and Acquisitions, Finance and Advisory.

 

In April 2022 she was appointed as General Secretary and Secretary of the Board of Directors of Exolum.