| 07/23/96 | ||||||||||||||||
| EXTENSIVE RESTRUCTURING OF REPSOL'S
BOARD OF DIRECTORS
Reorganization in top management
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As a consequence of the recent changes produced in the
capital structure of Repsol, S. A. and taking into account the foreseen process
of total privatization of the company, the Board of Directors, in its meeting
held today, has carried out an important restructuring of the Board. The number
of Directors has been reduced to 15 and the number of external Directors, who
represent the major sharehorders of the company in its highest organ of
management, has been increased, in line width recent trends of Corporate
Governance of separation between the executive level and the Board. The Board has been structured around three groups of
Directors: Representatives of the Administration through SEPI (Sociedad Estatal
de Participaciones Industriales). Representatives of the major private Spanish
shareholders -BBV and La Caixa - and of the company Petr�leos de M�xico (PEMEX),
through its subsidiary P.M.I. Holdings BV. Independent directors in
representation of private national and international shareholders of the
company. This restructuring strengthens the Board of Directors as
a organ of external control of company management and the role of the non
executive Directors, thus avoiding duplication of functions through the
substitution of exective Directors, who will dedicate themselves exclusively to
the executive funtions that correspond to them respectively within the
company. The representation of SEPI, the principal shareholders of
the company with a stake of 10%, will be held by Mr. Pedro Ferreras, Mr. Miguel
Angel Rodr�guez-Baj�n, and Mr. Carlos D�az Ruiz. Other new memebers of the Board of Directors are Mr. Jos�
Antonio P�rez-Nievas and Mr. Jos� Mar�a Abril, in representation of BBV; and Mr.
Josep Vilarasau and Mr. Antonio Brufau, in representation of La Caixa. Also to
be attending regularly the Board meetings are Mr. Adri�n Lajous and Mr. Pablo
Espresate, in representation of the Nominal Board Member, the company PMI
Holdings BV (PEMEX). The independent Directors will be Mr. Enrique Aldama, Mr.
Ram�n Blanco Bal�n, Mr. Robert Malpas, and Mr. Juan Molins. Mr. Alfonso Cortina, Chairman of the Company, thanked the
departing members for the services given to the same during their memebership of
the Repsol Board of Directors. The present composition of the Board of Directors of the
company, after the changes carried out in today�s meeting, is the
following: Chairman & CEO:
Alfonso Cortina de Alcocer
Vice President of the Board:
Emilio de Ybarra y Churruca
Directors: Pedro Ferreras D�ez Following this restructuring, the composition of the
Board is made up of 15 members: the Chairman; 3 Directors in representation of
SEPI; 3 in representation of BBV; 2 will represent La Caixa; Pemex will be
represented by 2 members; and 4 independent Directors. The Delegate Commision of the Board of Directors has been
constituted as follows: The Board also decided in its meeting of today to
designate Mr. Ram�n Blanco Bal�n as Chairman of the Auditing
Committee. Repsol's Board of Directors, in its meeting of today, has
appointed and confirmed the principal executives of the different operational
areas of the company and members of the Executive Committee.
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