OHL remodels its Board of Directors

Within the framework of the technification process to incorporate persons who are a reference in the infrastructure sector to the Board of Directors which OHL announced in the General Shareholders Meeting held on June 26th, the company’s Board of Directors, upon proposal from the Appointment and Remuneration Committee, has appointed two new independent directors, Carmen de Andrés Conde and César Cañedo-Argüelles Torrejón, with extensive experience in the infrastructures sector and which replace José Luis Diez and Ignacio Moreno who have presented their resignation in order to facilitate the company’s adaptation to a company that focuses its business in construction and the promotion of concessions.

José Luis Diez and Ignacio Moreno, both with an outstanding financial profile, have contributed to the financial improvement of the company and in strengthening the practices of Good Governance. During their term, important actions have been carried out in the financial scope such as the signature of a multiproduct syndicated financing contract in the amount of 747 million euros or a divestment plan that has contributed to the improvement of the company and has culminated in the sale of OHL Concesiones.  The company appreciates the work carried out by both directors during their time in the company.

Reduction of the Board of Directors and technification

After the sale of OHL Concesiones, OHL initiated a new stage as a company of reduced size and focused on construction and the promotion of concessions and having a clean balance sheet. In order to adapt its Board of Directors to this new stage:

• In the first place, it has reduced its size from twelve to ten members.
• Secondly, it has opted for its technification with the objective of incorporating outstanding professionals in the infrastructure sector. 

As part of its technificaion process, the Appointment and Remuneration Commitee has proposed the incorporation of Carmen de Andrés y César Cañedo-Argüelles as independant directors, after performing a candidate selections process with the help of external consultancy.

 

Carmen de Andrés as well as César Cañedo-Argüelles have extensive experience in the engineering sector and have prior experience as directors. In the case of Carmen de Andrés, the first woman in Spain with a Degree in Civil Engineering, she has experience in the public sector, (MOPU, Ministry of Industry and Energy and in the SEPI), where she has held executive positions related to the areas of technology and innovation, and the private sector (Uralita and Typsa). She is presently the founder and CEO of Creatividad y Tecnología, a company dedicated to technological consulting. With the appointment of Carmen de Andrés, the company complies with recommendation 14 of the Code of Good Governance, since 30% of the members of the Board of Directors are women, thereby anticipating compliance with the recommendation which sets this percentage as the objective for the year 2020.

 

On his part, Cesar Cañedo-Argüelles has successfully led projects such as Prointec, where he held the post of president from 1990 to 2013; stage in which he headed the integration Soluziona (Grupo Unión Fenosa). As of 2013 he is president of Inse Rail. He has outstanding honors: Medal of Honor from the ICCP School (2005), Medal for Professional Merit from the ICCP School (1995) and Medal of Honor of the Spanish Road Association (2013).

 

In addtion, the Board of Directors, in accordance with the request from the Grupo Villar Mir, has agreed to the change in status of Juan Antonio Santamera Sánchez, who loses the status of proprietary director and in turn obtains the status of “other externals”. With the waiver of proprietary director post by Grupo Villar Mir, the company is in alignment with the best practices of corporate governance related to the structure of its Board of Directors. 

Structure of the Board of Directors

Chairman

Juan Villar-Mir de Fuentes (proprietary)

First Vice President

Silvia Villar-Mir de Fuentes (proprietary)

Second Vice President and Chief Executive Officer

Jose Antonio Fernández Gallar (executive)

Members

Carmen de Andrés Conde (independent)

César Cañedo-Argüelles Torrejón (independent)

Reyes Calderon Cuadrado (independent)

Manuel Garrido Ruano (proprietary)

Javier Goñi del Cacho (proprietary)

Juan Jose Nieto Bueso (independent)

Juan Antonio Santamera Sánchez (other externals)