Composition of the Board of Directors of Naturgy Energy Group, S.A. - Naturgy - Shareholders and investors

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Composition of the Board of Directors of Naturgy Energy Group, S.A.

The Board of Directors of Naturgy Energy Group, S.A. consists of the number of Directors determined by the Annual Meeting, within the limits set in the Articles of Association. The Annual Meeting held on 27 June 2018 established that there would be twelve (12) members of the Company's Board of Directors. The Secretary of the Board of Directors is not regarded as a Director.
 

  
 Director Nature of the post
CHAIRMAN & CEO:
REYNÉS MASSANET, Francisco
Executive
DIRECTORS:  
ADELL RAMÓN, Ramón Independent4
ARMENTER VIDAL, Marcelino Proprietary¹
BELIL CREIXELL, Francisco Independent
CHADWICK, Lucy Proprietary 3
ESTAPÉ, Isabel Propietary 1
HERRERO STARKIE, Helena Independent
RAO, Rajaram Proprietary³
RIOJA S.à.r.l. (Mr Javier de Jaime Guijarro) Proprietary²
SANTIAGO PONSA, Claudi Independent
SAINZ DE BARANDA RIVA, Pedro Independent
THEATRE DIRECTORSHIP SERVICES BETA, S.à.r.l. (Mr José Antonio Torre de Silva López de Letona) Proprietary³

¹ developed by Criteria Caixa, S.A.U.
² developed by Rioja Acquisition S.à.r.l.
³ developed by GIP III Canary 1 S.à r.l. (GIP)
4 Coordinating Director


  Link to the CNMV

 
Mr. FRANCISCO REYNÉS MASSANET: Chairman & CEO 

Current Chairman & CEO of Naturgy since February 2018.

He was previously Executive Vice Chairman and CEO of Abertis Infraestructuras, which he joined in 2009. From 2015 and until his appointment at Naturgy, he was also Chairman of the Board of Directors of Cellnex Telecom, where he led the company’s flotation on the stock exchange.
 
Before working at Abertis, he was Managing Director of Criteria CaixaCorp, the industrial holding company of "La Caixa". From this position, he oversaw the Criteria’s flotation on the stock exchange in October 2007.
 
He began his professional career in the automotive industry, in which he worked for 10 years - firstly for the Volkswagen Group (in Spain and Germany) and then for Johnson Controls (in Germany, the UK, the USA and Spain). For seven years, he was also the Managing Director of Uniland, one of the largest cement families in Spain.
 
Besides these executive positions, he has experience as a member of various Boards of Directors at companies in several countries, such as Sanef, Eutelsat and Boursorama in France; Hispasat, Agbar, JCI and Adeslas in Spain; Arteris in Brazil; VíasChile in Chile; Enfida in Tunisia; Southern Cement in the UK; and Cementos Avellaneda in Argentina.
 
He received his degree in Industrial Engineering with a specialisation in mechanics from the Universitat Politècnica de Barcelona, and an MBA from IESE. He has also taken upper management courses in the US and Germany
 
He is chairman of the Board of Directors of Naturgy Energy Group, S.A..
 
First appointment as Director: 6 February 2018.
 
Indirect shares: 80.000



 

 
Mr. RAMÓN ADELL RAMÓN: Independent Director

Bachelor and Doctor in Economic and Business Sciences from the University of Barcelona. Lawyer. Auditor and Chartered Accountant and Financial Analyst. Professor of Financial Economics and Accounting (CU). Over his professional career he has held executive management roles in a number of companies, forming part of the team that promoted the creation and development of the Futures and Options Markets in Spain. He has published a variety of books and a numerous of articles about subjects relating with business economics and executive management. He is also a member of the Spanish Royal Academy of Economics and Finance and an Honorary Member of the European Council of Doctorate Degree Holders and Doctors Honoris Causa.

He is a member of the Naturgy Energy Group, S.A. Board of Directors, Chairman of the Appointments and Remuneration Committee, a member of the Audit Committee, and Coordinating Director.

First appointment as Director: 18 June 2010. Re-elections: 14 April 2011, 14 May 2015 and 27 June 2018.


 
Posts in entities other than Naturgy Energy Group, S.A. 
Oryzon Genomics, S.A. Independent director and Chaireman of the Appointmets and Remuneration Committe
Allianz, Cía. de Seguros y Reaseguros, S.A. Independent director and Chareman of the Audit Committe
Fénix Directo, Cía. de Seguros y Reaseguros, S.A. Independent director and Chareman of the Audit Committe
Polne, S.L. Independent director
Planeta Formación y Universidades Member of the Advisory Board
Centro de Estudios Internacionales (CIE)  Member of the Advisory Board
ESERP – School of Business and Social Sciences Member of the Scientific Council
CEDE Foundation (Spanish Confederation of Directors and Executives) Vice President
Spanish Association of Managers (AED) Honorary Chairman
   
                                                                               
Direct shares:  20.000

 

Mr. MARCELINO ARMENTER VIDAL: Proprietary Director for Criteria Caixa, S.A.U.

He has Bachelor’s Degree in Business Administration and Company Management and a Master’s Degree in Business Administration and Company Management from the ESADE Business School.

He began his professional career at Arthur Andersen, later joining Hidroeléctrica de Cataluña. In 1985 he began his career at “la Caixa” where, after holding various posts, he serves as Director of the Area of Control of Participating Companies.

He was appointed CEO of Banco Herrero in 1995 and held that post until January 2001. From 1996 to 2000 he was also a director of Hidroeléctrica de Cantábrico

Between January 2001 and July 2007 he was Chief Executive Officer of CaixaHolding S.A.U. and from March 2007 to July 2013 he was Deputy Executive Director General of “la Caixa”. He also served as Chief Executive of Risk at CaixaBank between June 2011 and July 2013.

He is a member of the Board of Directors of Naturgy Energy Group, S.A.

First appointment as board member: 21 September 2016. Re-elected: 26 May 2020
 
Positions at entities other than Naturgy Energy Group, S.A. 
Criteria Caixa, S.A.U. Cheif executive
Caixa Capital Risc, S.G.E.C.I., S.A. Vice Chairman - Cheif executive
Caixa Innvierte Industria, S.C.R, S.A. Representative  natural person of the sole Administrator
Inmo Criteria Caixa, S.A. Board member
SABA Infraestructuras, S.A. Board member
Mediterránea Beach & Golf Community, S.A.U. Chairman - Cheif executive
Criteria Venture Capital, S.A. Representative of the sole director Caixa Capital Risc, S.G.E.I.C., S.A.
Criteria Industrial Ventures , S.A. Representative of the sole director Caixa Capital Risc, S.G.E.I.C., S.A.

Direct shares: 12.600

 

Mr. FRANCISCO BELIL CREIXELL. Independent Director.

Industrial engineering graduate from the Universitat Politècnica de Catalunya, having furthered his studies at the University of Pittsburgh (USA) and INSEAD in Fontainebleau (France), among others. He began his career at Bayer, where he rose to the position of highest responsibility. He subsequently joined Siemens, where he became Chief Executive Officer for South-west Europe. He has also been Chairman of the German Chamber of Commerce for Spain and Chairman of the Spanish Chemical Industry Federation.

He is a member of the Naturgy Energy Group, S.A. Board of Directors, Chairman of the Audit Committee and a member of the Appointments and Remuneration Committee.

First appointment as Director: 14 May 2015.

Posts in entities other than Naturgy Energy Group, S.A.
Uriach, S.A. Director
Bertelsmann Foundation Trustee, Vice President
Princesa de Girona Foundation Chairman
CEDE Foundation Vice President
Integralia Foundation Trustee
Patrimonio Nacional Director
Consejo Asesor Caixa Banca Privada Director
 
Direct shares: 18.925

Mrs. LUCY CHADWICK: Proprietary Director for GIP III Canary 1 S.à r.l. (GIP)


Bachelor of Science in Psychology from the University of Exeter.

She is part of the GIP senior management and GIP´s Head of ESG.

Previously, she was a General Director in the UK Department for Transport, with responsibility for international, environmental and safty policy and regulation.  She has 19 years of government and infrastucture experience, and previously worked for Accenture for 13 years..

She is a member of the Naturgy Energy Group, S.A. Board of Directors and a member of the Audit Committee and Sustainability Committee

First appointment as Director: 16 March 2020. Re-elected: 26 May 2020

 

Mrs. ISABEL ESTAPÉ: Proprietary Director for Criteria Caixa, S.A.U.

Bachelor in Economic and Business Sciences with Outstanding Cum Laude from the University of Barcelona. 

She has been a member of the Board of Directors of Criteria Caixa since its foundation. 

Patroness of  Fundación Bancaria "La Caixa" and member of its Executive Committe.

Currently she is notary in Madrid.

Academic of numbers of the Royal Academy of Economic and Financial Sciences. 

She is a member of the Naturgy Energy Group, S.A. Board of Directors and a member of the Audit Committee and its Sustainability Committee.

First appointment as Director: 16 March 2020. Re-elections: 26 May 2020

Direct shares: 5.000

Mrs. HELENA HERRERO STARKIE: Independent Director

She has a degree in chemistry from the Complutense University of Madrid and has completed postgraduate studies in Management at the INSEAD Business School and the IESE Business School.

Currently she is responsible for the Southen European Market (France, Italy, Spain and Portugal) as well as Chairman and Chief Executive of HP in Spain since July 2012, and has worked at the company since 1982.

She is a member of the Naturgy Energy Group, S.A. Board of Directors, a member of the Audit Committee and the Chairwoman of the Sustainability Commission.

First appointment as board member: 4 May 2016. Re-election: 26 May 2020

 
Positions at entities other than Naturgy Energy Group, S.A.
HP Printing and Computing Solutions, S.L.U. Chairwoman and Chief Executive
I+E Innovación España Foundation Chairwoman
AMCHAM Deputy Chair
Spain-USA Council Foundation Board Member
Princesa de Girona Foundation   Trustee and Member of the Advisory Board
American Business Council Member of the Board
APD  Governing Council member
Junior Achievement Foundation Board Member
SERES Executive Committe member
Cotec  Foundation Member of number
CEOE Business Development Council Member
Netmentora Madrid Board of directors member
IESE Alumni Executive Committe member
Madrid Futuro Board of directors member
 

 

Mr. RAJARAM RAO: Proprietary director for GIP III Canary 1 S.à r.l.

Qualified Electronic and Telecommunications Engineer. He also has an MBA from the University of Delhi and a Master’s in Finance from the London Business School.

He has previously worked in the Asia shares sales team at Kotak Securities (then a Goldman Sachs subsidiary) in Mumbai, India. He was a member of the project finance team at Barclays Capital in London and later director of the Investment Banking Division of Credit Suisse in London before joining GIP in 2006. He led GIP investments in Borkum Riffgrund, Compañía Logística de Hidrocarburos SA, East Indian Petroleum Limited, Naturgy, Gode Wind 1 Investor Holding GmbH, Saeta Yield, SA / Bow Power, SL, Transitgas AG and Vena Energy.

He joined GIP as a Director in 2006 and was appointed Partner in 2010. He leads GIP's energy investments globally and is a member of its Investment and Operations Committees.

He is a member of the Naturgy Energy Group, S.A. Board of Directors and a member of the Audit Committees.

First appointment as Director: 21 September 2016. Re-elected: 26 May 2020. 
 
Posts in entities other than Naturgy Energy Group, S.A.
GIP Partner
VENA ENERGY Member of the Board of Directors
 
 

 
Mr. JAVIER DE JAIME GUIJARRO: Representative of the Proprietary Director of Rioja S.à.r.l.

Bachelor of Law from Universidad Pontificia de Comillas (ICADE) and MBA from the University of Houston (USA).
 
He joined CVC in 1997. He currently holds the position of Managing Partner, oversees the Private Equity business in Spain and Italy, and forms part of the Private Equity Board for Europe and North America of CVC Capital Partners. Before joining CVC, he worked for seven years at the British company 3i, two years at the London office as an Investment Controller and the remaining five years as Regional Director at the Madrid office.
 
He is an Independent Director on the Board of Directors of Promotora de Informaciones, S.A. (PRISA) and is also a member of the Board of Directors of Idcsalud Holding, S.L. and Helios Healthcare Spain, S.L., among others
 
Rioja S.à.r.l.  forms part of the Naturgy Energy Group, S.A. Board of Directors and and Appointments and Remuneration Committee.
 

First appointment of Rioja S.à.r.l.: 1 August 2019.
 
Positions in entities other than Naturgy Energy Group, S.A.
CVC Capital Partners, S.L. Director Partner and member of the Board of Directors
CVC Capital Partners Luxembourg, S.à.r.l. Director
Idcsalud Holding, S.L. Director
Helios Healthcare Spain, S.L. Director
Promotora de Informaciones, S.A.(PRISA) Director
Deoleo, S.A. Representative of the Board of Directors of Theatre Directorship Service Beta, S.à.r.l.
Cortefiel, S.A. Representative of the Board of Directors of Theatre Directorship Service Alpha, S.à.r.l.
MEP Retail España, S.L.U. Representative of the Board of Directors of Theatre Directorship Service Alpha, S.à.r.l.
Rioja Bidco Shareholdings, S.L.U. Representative of the Board of Directors of Theatre Directorship Service Alpha, S.à.r.l.
Servet Shareholdings, S.L. Representative of the Board of Directors of Theatre Directorship Service Alpha, S.à.r.l.
Masaria Investments, S.A. Representative of the Board of Directors of Theatre Directorship Service Alpha, S.à.r.l.
Baranoa Directorship, S.L. Representative of the Board of Directors of Theatre Directorship Service Beta, S.à.r.l.
Sub Lecta, S.A. Representative of the Board of Directors of Theatre Directorship Service Beta, S.à.r.l.
Vitalia Plus, S.A. Representative of the Board of Directors of Theatre Directorship Service Alpha, S.à.r.l.
Vivaly Inversiones Globales, S.L. Representative of the Board of Directors of Theatre Directorship Service Alpha, S.à.r.l.
Compañía Logística de Hidrocarburos CLH, S.A. Representative of the Board of Directors of Theatre Directorship Service Alpha, S.à.r.l.
Paidea Inversiones, S.A. Representative of the Board of Directors of CVC European Equity Partners LP
 
Direct shares: 1.197

Mr. CLAUDI SANTIAGO PONSA: Independent Director

Master Degree in Computer Science from the Universidad Autónoma de Barcelona. International Executive Program from INSEAD (France). Post graduate studies at Georgetown University and Harvard Business School.

Since February, 2012, to June, 2020, Mr. Santiago was a Managing Partner and the Chief Operating Officer at First Reserve Corporation, the largest global Private Equity  firm exclusively focused on Energy investments.

Prior joining First Reserve, Mr. Santiago spent 32 years in GE. In particular, since April, 1999 to December 2011, Mr. Santiago was Senior Vicepresident of GE and CEO of GE Oil&Gas.

Mr. Santiago is a Director of the Board at Naturgy Energy Group, S.A. and a member of the Appointments and Renumeration Committee, and the Sustainability Committee.
 

First appointment: 27 June 2018.

 
Posts in Organisations other than Naturgy Energy Group, S.A. 
FINAVES, IESE Business School (Barcelona) Director of the Board

 

 
Mr. PEDRO SAINZ DE BARANDA: Independent Director

Mining Engineer from Universidad de Oviedo, PhD in Engineering, Rutgers University of New Jersey and MBA from the Sloan School of Management in Massachusetts, Institute of Technology (MIT).

Ex-President of Otis Elevator Company and entrepreneur.
 
He spent most of his career at the United Technologies Corporation group, holding various positions including New Equipment Manager at Otis Méjico in 2001, Chairman and General Manager of Otis Portugal in 2002, Chief Executive Officer of ZARDOYA OTIS, S.A. in 2004 and Manager of Otis for Southern Europe and the Middle East in 2009. In 2012, he finally reached the position of Chairman & CEO of OTIS ELEVATOR COMPANY, a leading global company in the elevation sector with over 64,000 employees.

Founder of SAINBERG INVESTMENTS in 2015, a company specialising in control investments at small- and medium-sized enterprises.


Is a member of the Naturgy Energy Group, S.A. Board of Directors, a member of the Audit and Control Committee and its Appointments, Remuneration and Corporate Governance Committee.


First appointment: 27 June 2018.

Posts in Organisations other than Naturgy Energy Group, S.A. 
Gestamp Automoción, S.A. Member of the Board of Directors
Princess of Asturias Foundation Patron
Sainberg, S.L. Member of the Board of Directors
Internacional Olivarera, S.A. Chairman of the Board of Directors
Scalpers Fashion, S.L. Member of the Board of Directors
Pedro Duro S.L. Sole Administrator
Inversores de Tornón Administrator

Indirect shares: 20.000

 
THEATRE DIRECTORSHIP SERVICES BETA, S.à.r.l. REPRESENTATIVE Mr. JOSÉ ANTONIO TORRE DE SILVA LÓPEZ DE LETONA. Proprietary Director Rioja Adcquisitions Sarl, S.L.U

Bachelor of Industrial Engineering from the School of Engineering of Universidad Pontificia de Comillas (ICAI) and MBA from Universidad de Navarra (IESE).
 
Partner of CVC Capital Partners in Madrid, a firm wehere he has worked since 2000. Before joining CVC, he worked for three years at BNP Paribas, where he formed part of the Acquisition Finance team at the Madrid office.
 
As representative of Theatre Directorship Beta, S.à.r.l., he sits on the Board of Directors of Exolum and Tendam.
 
THEATRE DIRECTORSHIP SERVICES BETA, S.à.r.l. forms part of the Naturgy Energy Group, S.A. Board of Directors and Audit Committee.
 
First appointment of THEATRE DIRECTORSHIP SERVICES BETA, S.à.r.l.: 18 May 2018.

Positions in entities other than Naturgy Energy Group, S.A.
Tendam Retail, S.A., Tendam Brands S.A. and Tendam Fashion S.L. Representative of the Board of Directors of Theatre Directorship Service Beta, S.à.r.l.
Compañía Logística de Hidrocarburos CLH, S.A. Representative of the Board of Directors of Theatre Directorship Service Beta, S.à.r.l.

  

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