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

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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
Compensation for the directors of Corral Petroleum Holdings and Preem is determined at their respective annualgeneral shareholders meetings. Corral Petroleum Holdings and Preem also pay for all travel, hotel and other expensesincurred by their respective directors in connection with their attendance at board meetings or otherwise in relation to thedischarge of their duties.Executive CompensationCorral Petroleum Holdings paid no compensation to its directors and executive officers in 2010. The company wasincorporated on March 22, 2007, and has not paid any compensation to its directors or officers to date. Preem paid to itsdirectors and executive officers aggregate compensation of SEK 20.5 million, including bonuses of SEK 1.8 million, in 2010;SEK 19.4 million, including bonuses of SEK 1 million, in 2009, and SEK 19.6 million, including bonuses of SEK 2 million,in 2008. Bonuses were determined by the board of directors of Preem pursuant to provisions of employment agreementsbetween Preem and the individual executive officers.Employment AgreementsMessrs. Löw, Viefhaus, Olsson and Heimburg and Ms. Bodin are each party to an employment agreement withPreem. Each of these agreements provides compensation for employment services including a fixed annual salary as specifiedin the agreement, an annual bonus, certain insurances and pension benefits.Under the terms of the agreements for Messrs. Löw and Olsson, Preem may terminate employment on 6- months’notice. Upon termination of employment by Preem, each of Messrs. Löw and Olsson would be entitled to a payment of hisfull salary during such 6-month notice period. In addition to the payment of his salary during the 6-month notice period, MrLöw is entitled to a severance allowance equal to 12 months’ salary irrespective of new employment prospects.Messrs. Heimburg and Viefhaus and Ms. Bodin, each have a notice period of 12 months. In addition to the paymentof their salary during the 12-month notice period, each of Messrs Heimburg and Viefhaus and Ms. Bodin is entitled to aseverance allowance equal to 12 months’ salary irrespective of new employment prospects.However, if termination is based on gross negligence or serious breach of contract on the part of the respectiveemployee, no termination payment is due.In addition, the employment agreements of Messrs Heimburg, Olsson and Viefhaus and Ms Bodin provide that anyother compensation that each of them may receive while they are entitled to the termination payment would reduce theirrespective entitlement to the termination payment by the amount of the compensation received. Mr Löw has additional termsin his employment contract including having the possibility to convert his bonus into retirement payments fully paid byPreem.Loans to ManagementAs of the date of this Business Update, none of Corral Petroleum Holdings or Preem had any loans outstanding withits management.Management’s InterestsNone of the directors or executive officers of Corral Petroleum Holdings or Preem (other than Mr. Al-Amoudi, whois a director and Chairman of Corral Petroleum Holdings and Preem and indirectly holds the shares in both companies) holdany shares in any of these companies, and none of these companies have granted any option rights to any of their respectivedirectors, executive officers or employees.51
Page 1: Corral Petroleum Holdings AB (publ)
Page 4 and 5: RISK FACTORSThis Business Update al
Page 6 and 7: the availability and worldwide inve
Page 8 and 9: on greenhouse gas emissions. Withou
Page 10 and 11: foreign currency risk. We engage in
Page 12 and 13: SELECTED CONSOLIDATED FINANCIAL DAT
Page 14 and 15: MANAGEMENT’S DISCUSSION AND ANALY
Page 16 and 17: changes in technology; andthe impac
Page 18 and 19: goods sold.Indebtedness. As of June
Page 20 and 21: Results of OperationsSummaryThe fol
Page 22 and 23: Income taxes. Income taxes for the
Page 24 and 25: Operating income. Operating income
Page 26 and 27: Cash flow from operating activities
Page 28 and 29: the 2008 Credit Facility with proce
Page 30 and 31: priced, but not delivered. When the
Page 32 and 33: The table below presents, as of Dec
Page 34 and 35: TotalValue (1)% ofTotalLong-TermDeb
Page 36 and 37: June 30, 2010 and SEK 9,299 million
Page 38 and 39: ended June 30, 2011 and 2010, respe
Page 40 and 41: performance of the refinery. This i
Page 42 and 43: us to produce biofuel diesel.After
Page 44 and 45: have used and will seek to use deri
Page 46 and 47: CompetitionOur supply and refining
Page 48 and 49: MANAGEMENTThe following tables set
Page 52 and 53: OWNERSHIP OF COMMON STOCKCorral Pet
Page 54 and 55: Mohammed H Al Amoudi, the Chairman
Page 56 and 57: StructureThe New Credit Facility pr
Page 58 and 59: (v)for the financial year ending De

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

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