Committees

Currently at CLH, 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 Compañía Logística de Hidrocarburos CLH, 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 CLH 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. Irene Otero-Novas Miranda
Ordinary member of the Audit Committee of Compañía Logística de Hidrocarburos CLH, S.A. The shareholder MEIF 5 Co-Invest Rey Investments, S.à.r.l., which has appointed Mrs. Irene Otero-Novas Miranda as its natural person representative, was appointed director of CLH 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 Compañía Logística de Hidrocarburos CLH, S.A. Co-Head CVC Strategic Opportunities and Managing Partner of CVC Capital Partners Mr. Reinier was appointed director of CLH, 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. Frédéric Jean Daniel Payet
Ordinary Member of the Audit Committee of Compañía Logística de Hidrocarburos CLH, S.A. Vaugirard Infra, S.L. owns an amount of shares which represent an equity holding of 5% in the share capital of CLH. The shareholder Vaugirard Infra, S.L. which has appointed Mr. Frédéric Jean Daniel Payet as its natural person representative, was appointed director of CLH 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 Extraordinary General Meeting of Shareholders at its meeting held on 26 January 2016.
Ordinary member
Stichting Depositary APG Infrastructure Pool 2017 II – External Proprietary Director
Represented by Mr. Carlo Maddalena
Ordinary member of the Audit Committee of Compañía Logística de Hidrocarburos CLH, S.A. Stichting Depositary APG Infrastructure Pool 2017 II owns an amount of shares which represent an equity holding of 5% in the share capital of CLH. The shareholder Stichting Depositary APG Infrastructure Pool 2017 II, which has appointed Mr. Carlo Maddalena as its natural person representative, was appointed director of CLH 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
Mr. Luis Valero Quirós
He holds a degree in Law from the Complutense University of Madrid, and a master´s degree in General Company Management from the IESE Business School. Between 1982 and 1990 he was Legal Adviser, Manager of the Legal Affairs and Litigation Service and Director of the Legal Department of CAMPSA. He was appointed Secretary of the Board of Directors and Director of Legal Affairs of CLH in January 2001. He has held the position of Secretary of the Board in several companies and is a Board Member of Terminales Quí­micos, S.A. (TERQUIMSA) and Orpic Logistics Company (OLC). He has been a member of the Hydrocarbons Advisory Board of the National Energy Commission (Comisión Nacional de Energía, CNE) since 2001. He has held office as General Secretary and Secretary of the Board of Directors of Compañía Logística de Hidrocarburos CLH, S.A. since September 2005.

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 Compañía Logística de Hidrocarburos CLH, S.A.

MEIF 5 Rey Holdings, S.L. owns an amount of shares which represent an equity holding of 20% in the share capital of CLH.

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 CLH 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 Parent B.V. – External Proprietary Director
Represented by Marco Pugliese
Ordinary member of the Appointments and Remunerations Committee of Compañía Logística de Hidrocarburos CLH, 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 24,15% in the share capital of CLH. The shareholder Borealis Spain Holdings B.V., which has appointed Mr. Marco Pugliese as its natural person representative, was appointed director of CLH 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 25 April 2017.
Ordinary member
Castillo Spanish Holdings LP – External Proprietary Director
Represented by Mr. Timothy Gerald Formuziewich
Ordinary member of the Appointments and Remunerations Committee of Compañía Logística de Hidrocarburos CLH, S.A. Castillo Spanish Holdings LP owns an amount of shares which represent an equity holding of 10% in the share capital of CLH. The shareholder Castillo Spanish Holdings LP, which has appointed Mr. Timothy Gerald Formuziewich as its natural person representative, was appointed director of CLH 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 Compañía Logística de Hidrocarburos CLH, 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 CLH, 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.

Secretary
Mr. Luis Valero Quirós
He holds a degree in Law from the Complutense University of Madrid, and a master´s degree in General Company Management from the IESE Business School. Between 1982 and 1990 he was Legal Adviser, Manager of the Legal Affairs and Litigation Service and Director of the Legal Department of CAMPSA. He was appointed Secretary of the Board of Directors and Director of Legal Affairs of CLH in January 2001. He has held the position of Secretary of the Board in several companies and is a Board Member of Terminales Quí­micos, S.A. (TERQUIMSA) and Orpic Logistics Company (OLC). He has been a member of the Hydrocarbons Advisory Board of the National Energy Commission (Comisión Nacional de Energía, CNE) since 2001. He has held office as General Secretary and Secretary of the Board of Directors of Compañía Logística de Hidrocarburos CLH, S.A. since September 2005.

Audit Committee

 

The Audit Committee Regulations are included in article 35 bis of the Articles of Association and article 15 of the CLH Board of Directors’ Regulations.

Chairman

Mr. Juan Rodríguez Inciarte – External Proprietary Director

President of the Audit Committee of Compañía Logística de Hidrocarburos CLH, 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 CLH 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. Irene Otero-Novas Miranda

 

Ordinary member of the Audit Committee of Compañía Logística de Hidrocarburos CLH, S.A.

The shareholder MEIF 5 Co-Invest Rey Investments, S.à.r.l., which has appointed Mrs. Irene Otero-Novas Miranda as its natural person representative, was appointed director of CLH 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 Compañía Logística de Hidrocarburos CLH, S.A.

Co-Head CVC Strategic Opportunities and Managing Partner of CVC Capital Partners.

Mr. Reinier was appointed director of CLH, 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. Frédéric Jean Daniel Payet

 

 

Ordinary Member of the Audit Committee of Compañía Logística de Hidrocarburos CLH, S.A.

 

Vaugirard Infra, S.L. owns an amount of shares which represent an equity holding of 5% in the share capital of CLH.

 

The shareholder Vaugirard Infra, S.L. which has appointed Mr. Frédéric Jean Daniel Payet as its natural person representative, was appointed director of CLH 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 Extraordinary General Meeting of Shareholders at its meeting held on 26 January 2016.

Ordinary member

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

 

 

Ordinary member of the Audit Committee of Compañía Logística de Hidrocarburos CLH, S.A.

 

Stichting Depositary APG Infrastructure Pool 2017 II owns an amount of shares which represent an equity holding of 5% in the share capital of CLH.

 

The shareholder Stichting Depositary APG Infrastructure Pool 2017 II, which has appointed Mr. Carlo Maddalena as its natural person representative, was appointed director of CLH 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

Mr. Luis Valero Quirós
 


He holds a degree in Law from the Complutense University of Madrid, and a master´s degree in General Company Management from the IESE Business School.

Between 1982 and 1990 he was Legal Adviser, Manager of the Legal Affairs and Litigation Service and Director of the Legal Department of CAMPSA.

He was appointed Secretary of the Board of Directors and Director of Legal Affairs of CLH in January 2001.

He has held the position of Secretary of the Board in several companies and is a Board Member of Terminales Quí­micos, S.A. (TERQUIMSA) and Orpic Logistics Company (OLC).

He has been a member of the Hydrocarbons Advisory Board of the National Energy Commission (Comisión Nacional de Energía, CNE) since 2001.

He has held office as General Secretary and Secretary of the Board of Directors of Compañía Logística de Hidrocarburos CLH, S.A. since September 2005.

Appointments and Remuneration Committee

 

The Appointments and Remuneration Committee Regulations are included in article 16 of the CLH 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 Compañía Logística de Hidrocarburos CLH, S.A.

 

MEIF 5 Rey Holdings, S.L. owns an amount of shares which represent an equity holding of 20% in the share capital of CLH.

 

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 CLH 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. Marco Pugliese

 

Ordinary member of the Appointments and Remunerations Committee of Compañía Logística de Hidrocarburos CLH, 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 24,15% in the share capital of CLH.

 

The shareholder Borealis Spain Holdings B.V., which has appointed Mr. Marco Pugliese as its natural person representative, was appointed director of CLH 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 25 April 2017.

Vocal

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

 

Ordinary member of the Appointments and Remunerations Committee of Compañía Logística de Hidrocarburos CLH, S.A.

 

Castillo Spanish Holdings LP owns an amount of shares which represent an equity holding of 10% in the share capital of CLH.

 

The shareholder Castillo Spanish Holdings LP, which has appointed Mr. Timothy Gerald Formuziewich as its natural person representative, was appointed director of CLH 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 Compañía Logística de Hidrocarburos CLH, 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 CLH, 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.

Secretary

Mr. Luis Valero Quirós

He holds a degree in Law from the Complutense University of Madrid, and a master´s degree in General Company Management from the IESE Business School.

Between 1982 and 1990 he was Legal Adviser, Manager of the Legal Affairs and Litigation Service and Director of the Legal Department of CAMPSA.

He was appointed Secretary of the Board of Directors and Director of Legal Affairs of CLH in January 2001.

He has held the position of Secretary of the Board in several companies and is a Board Member of Terminales Quí­micos, S.A. (TERQUIMSA) and Orpic Logistics Company (OLC).

He has been a member of the Hydrocarbons Advisory Board of the National Energy Commission (Comisión Nacional de Energía, CNE) since 2001.

He has held office as General Secretary and Secretary of the Board of Directors of Compañía Logística de Hidrocarburos CLH, S.A. since September 2005.