Committees

Currently at Exolum Corporation, S.A., we have an audit committee, an appointments, remuneration and corporate governance committee and a safety and sustainability 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 4 May 2023.
Ordinary member
MEIF 5 Co-Invest Rey Investments, S.à.r.l. – External Proprietary Director
Represented by Mrs. Leyre de Adrián Belaustegui
Ordinary member of the Audit Committee and Ordinary member of the Safety and Sustainability Committee of Exolum Corporation, S.A.. The shareholder MEIF 5 Co-Invest Rey Investments, S.à.r.l., which has appointed Mrs. Leyre de Adrián Belaustegui 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 4 May 2023.
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. Abdelhamid Lazaar
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. Abdelhamid Lazaar 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
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 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 4 May 2023.
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.
Ordinary member
Zubita Investments Holding B.V. – External Proprietary Director
Ordinary member of the Audit Committee of Exolum Corporation, S.A. The shareholder Zubita Investments Holding B.V., which has appointed Mr. Thijs Beudeker 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 9 May 2024, and reappointed through resolution of the Ordinary General Meeting of Shareholders held on 9 May 2024.

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, Remunerations and Corporate Governance 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 4 May 2023.
Ordinary member
Borealis Spain Holdings B.V. – External Proprietary Director
Represented by Timm Robert Degenhardt
Ordinary member of the Appointments, Remunerations and Corporate Governance 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. Kenneth Ka Chun Koon
Ordinary member of the Appointments, Remunerations and Corporate Governance Committee and Ordinary member of the Safety and Sustainability 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. Kenneth Ka Chun Koon 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 held on 09 May 2024.
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, Remunerations and Corporate Governance 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 in article 15 of the Exolum Corporation, S.A. Board of Directors’ Regulations.

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 4 May 2023.

Ordinary member

MEIF 5 Co-Invest Rey Investments, S.à.r.l. – External Proprietary Director

Represented by Mrs. Leyre de Adrián Belaustegui

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

 

The shareholder MEIF 5 Co-Invest Rey Investments, S.à.r.l., which has appointed Mrs. Leyre de Adrián Belaustegui 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 4 May 2023.

Ordinary member

Zubita Investments Holding B.V. – External Proprietary Director
 
Represented by Mr. Thijs Beudeker

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

 

The shareholder Borchi Investments Holding B.V., which has appointed Mr. Thijs Beudeker 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 31 January 2019, and reappointed through resolution of the Ordinary General Meeting of Shareholders held on 9 May 2024.

Ordinary member

Vaugirard Infra, S.L. – External Proprietary Director 
Represented by Mr. Abdelhamid Lazaar

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. Abdelhamid Lazaar 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, Remuneration and Corporate Governance Committee

 

The Appointments, Remuneration and Corporate Governance Committee Regulations are included in article 35 bis of the Articles of Association and 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, Remunerations and Corporate Governance 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 4 May 2023.

Ordinary Member

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

Ordinary member of the Appointments, Remunerations and Corporate Governance 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. Kenneth Ka Chun Koon
Ordinary member of the Appointments, Remunerations and Corporate Governance Committee and Ordinary member of the Safety and Sustainability 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. Kenneth Ka Chun Koon 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 9 May 2024.

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, Remunerations and Corporate Governance 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.

Safety and Sustainability Committee

 

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

Chairman

MEIF 5 Rey Ventures, S.à.r.l. – External Proprietary Director
Represented by Mr. Miguel Antoñanzas Alvear

President of the Safety and Sustainability Committee of Exolum Corporation, S.A. 

 

The shareholder MEIF 5 Rey Ventures, S.à.r.l., which has appointed Mr. Miguel Antoñanzas Alvear 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 4 May 2023.

Ordinary Member
Castillo Spanish Holdings LP – External Proprietary Director
Represented by Mr. Kenneth Ka Chun Koon
Ordinary member of the Appointments,  Remunerations and Corporate Governance Committee and Ordinary member of the Safety and Sustainability 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. Kenneth Ka Chun Koon 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 9 May 2024.

Ordinary Member

MEIF 5 Co-Invest Rey Investments, S.à.r.l. – External Proprietary Director

Represented by Mrs. Leyre de Adrián Belaustegui

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

 

The shareholder MEIF 5 Co-Invest Rey Investments, S.à.r.l., which has appointed Mrs. Leyre de Adrián Belaustegui 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 4 May 2023.

Ordinary Member

Mr. Jean Baptiste Michel Renard – External Proprietary Director
Ordinary member of the Safety and Sustainability Committee of Exolum Corporation, S.A.

 

Founder and CEO of 2PR Consulting, an individual consulting company specialised in the energy industry Mr. Renard 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 27 September 2016, and reappointed through resolution of the Ordinary General Meeting of Shareholders held on 5 May 2022.

Ordinary Member

Theatre Directorship Services Gama, S.à.r.l. – External Proprietary Director

Represented by Mr. Arnau Doria Torra

Ordinary member of the Safety and Sustainability Committee of Exolum Corporation, S.A.

 

Theatre Directorship Services Gama, S.à.r.l., which has appointed Mr. Arnau Doria Torra 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.