Business Structure

CITGO: Fueling good for more than 110 years

Letter from Leadership

In 2019, CITGO Petroleum entered a new era, with the appointment of a new board and management team. We have a unique responsibility: stewarding a proud icon of the American oil industry; applying sound management principles and the highest standards of performance; and safeguarding the business through a period of major change. Integrity and accountability are values we hold with utmost importance. Our governance structure provides a system of oversight to ensure that we remain true to our highest principles.

-- Carlos Jordá | President & CEO

 

Our Corporate Structure 

CITGO Petroleum Corporation is the indirect subsidiary of U.S.-based PDV Holding, a non-operating stock holding company incorporated in Delaware and headquartered in Texas. PDV Holding is the indirect sole stockholder of CITGO Petroleum Corporation, through ownership of 100% of the shares of its direct subsidiary CITGO Holding, Inc. (CITGO Holding, Inc. is the sole stockholder of CITGO Petroleum Corp.).

Petróleos de Venezuela (PDVSA), the Venezuelan state oil company, owns 100% of the stock of PDV Holding. However, given the current political situation in Venezuela, the PDV Holding board is currently elected by the ad hoc Board of Directors of PDVSA which was appointed by, and accountable to, the U.S.-recognized interim government of Juan Guaidó. CITGO, CITGO Holding, and its parent entity PDV Holding work closely with the U.S. government and legal bodies to ensure all legal standards are met.

All three boards have the mandate of ensuring operational stability, strengthening corporate governance and safeguarding the assets of the business.

Meet the CITGO Board of Directors

 
Timeline of events: 

1910: Pioneer oilman Henry L. Doherty created the Cities Service Company, one of the first companies to supply gas and electricity to public utilities in the U.S. and the company to which CITGO traces its heritage.

1965: The CITGO brand was established, representing a business operating in communities across the U.S., selling gasoline and other refined oil products and employing thousands of U.S. workers.

1990: CITGO became wholly owned by Petróleos de Venezuela (PDVSA), one of the world’s most respected oil producers.

February 22, 2019: The interim Venezuelan government of Juan Guaidó - with the support of the U.S. government - appointed new boards of directors for PDVSA and CITGO parent PDV Holding, initiating a new era for the business.

August 22, 2019: The Delaware Chancery Court ruled that it “accepts as binding the U.S. President’s recognition of the Guaidó government and assumes the validity of the Guaidó government’s appointments to the PDVSA board,” which ultimately governs CITGO.

October 9, 2019: U.S. Senators including Marco Rubio (R-FL) and Ted Cruz (R-TX) issued a public letter urging continued support for CITGO, which “for decades has been a part of the United States’ energy industry.”

October 24, 2019: The U.S. Department of the Treasury acts to protect CITGO from holders of defaulted PDVSA 2020 bonds. The Treasury Department extended this protection in January, April and July 2020.

July 17, 2020: The U.S. government submits a filing to the U.S. District of Delaware court arguing the importance of CITGO to U.S. interests, and arguing for its protection from Maduro’s creditors.

July 22, 2020: The Delaware Supreme Court upholds the 2019 Chancery Court ruling recognizing the validity of the new CITGO board and ownership structure.

July 2020: The CITGO entities issued its first annual performance report under the new corporate leadership, noting progress in a number of key areas including financial stability, capacity growth, ethics and governance.

A Conversation with the CITGO Board

Want to learn more about the accountability and governance framework of CITGO? The Board of Directors takes six questions.

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