Corral Petroleum Holdings AB (publ) Business Update ... - Preem

Magnus Heimburg has been Executive Vice-President and Chief Financial Officer of Preem since April 30, 2007.Magnus Heimburg was the Vice-President, Corporate Control and Treasury, for Swedish Match from October 4, 1999through April 30, 2007. Mr. Heimburg also has been a director of Sunpine AB since June 11, 2008 and Chairman sinceMay 30, 2011.Ingrid Bodin joined Preem in 1988 and has served as Manager of Production Planning and Manager of BusinessDevelopment. Since 2006, she has served as Executive Vice-President, Supply & Trading. Ms. Bodin is also director andChairman of Preem Gas AB, a company in which Preem has a 70% interest.Eva Lind Grennfelt has been employed as a technician at Gothenburg since 2003 and has served as an employeerepresentative on the board of Preem since 2008.Eivind Simonsen has been employed as a technician at Gothenburg since 1990 and has served as an employeerepresentative on the board of Preem since 2008.Board of Directors of Corral Petroleum Holdings and PreemThe board of directors of Corral Petroleum Holdings currently has four members: Bassam Aburdene, RichardÖhman as Managing Director, Jason Milazzo as Vice Chairman and Mohammed Hussein Al-Amoudi as Chairman. Underits articles of association, Corral Petroleum Holdings is required to have a minimum of three directors and a majority of thedirectors must be present for there to be a quorum. Directors are appointed at each annual general shareholders’ meeting andserve until the end of the next annual general shareholders’ meeting, unless they retire or are replaced during that period. Thecurrent directors of Corral Petroleum Holdings are designees of its parent company, Moroncha Holdings, and were elected atCorral Petroleum Holdings’ 2010 annual general shareholders’ meeting on April 27, 2011 and will serve until the end of the2011 annual general shareholders’ meeting. Directors may be removed without cause by a resolution of the shareholders.The directors of Corral Petroleum Holdings have the power to manage the business and to use all of the powers of thecompany not inconsistent with Corral Petroleum Holdings’ articles of association and the Swedish Companies Act. CorralPetroleum Holdings has not entered into any service contracts with any of its directors or any directors of its subsidiariesproviding for benefits upon termination of employment.The board of directors of Preem currently has 14 members, including two directors who are employeerepresentatives and two deputy members who are also employee representatives. Under its articles of association, the boardof directors must have a minimum of three directors and not more than fifteen directors, with not more than eight deputydirectors. A majority of the directors must be present for there to be a quorum. All directors except for two employeerepresentatives are designees of Corral Petroleum Holdings and are appointed at each annual general shareholders’ meetingand serve until the end of the next annual general shareholders’ meeting, unless they retire or are replaced during that period.The two directors and the two deputy directors who are employee representatives are appointed by the labor unions thatrepresent Preem’s employees and serve until the labor unions appoint new representatives. The current directors of Preemwere appointed on May 26, 2010 to serve until the end of the Preem 2011 annual general shareholders’ meeting (which washeld on March 30, 2011, at which time the current directors were re-elected to serve until the end of the Preem 2012 annualgeneral shareholders’ meeting). Directors elected at a shareholders’ meeting may be removed without cause by a resolutionof the shareholders. The directors of Preem have the power to manage the business and to use all of the powers of thecompany not inconsistent with Preem’s articles of association and the Swedish Companies Act. Other than as described in“—Executive Compensation” below, Preem has not entered into any service contracts with any of its directors or anydirectors of its subsidiaries providing for benefits upon termination of employment. Its board of directors has established anaudit committee and a compensation committee. As of December 31, 2010, the members of the audit committee were Sven-Erik Zachrisson, Per Höjgård and Lennart Sundén. As of December 31, 2010, the members of the compensation committeewere Sven-Erik Zachrisson, Richard Öhman and Lennart Sundén. The current members of the audit committee as of March30, 2011 are Sven-Erik Zachrisson and Per Höjgård. As of March 30, 2011, the compensation committee was dissolved andthere are no current members.Under the Swedish Companies Act, a director may not take part in decisions relating to agreements between thecompany and each of the following:that director;a third party, if that director has a material interest that may conflict with the interest of the company; anda legal entity that is represented by that director.If the director directly or indirectly owns all shares in the company, however, the above restrictions do not apply.Moreover, the third restriction does not apply if the counterparty to the company is a member of the same corporate group.50