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Corporate Governance Report
a performance evaluation, by the company’s
competent bodies, according to pre-determined
measurable criteria, which considers the real
growth of the company and the wealth, in
fact, generated for shareholders, its long-term
sustainability and the assumed risks, as well
as the compliance with rules applicable to the
company’s activity.
ii)
The variable component
of the remuneration shall be globally reasonable
when compared to the fixed remuneration
component, and maximum limits shall be
determined for all components.
iii)
A significant
part of the variable remuneration shall be
deferred for a period not inferior to three
years, and its payment shall depend upon the
continuation of the positive performance of the
company during that period.
iv)
The members
of the management body shall not enter into
contracts, either with the company, or with
third parties, which have as effect, to mitigate
the risk inherent to the remuneration variability
that is determined by the company.
v)
until the
term of their mandate, the executive directors
shall keep the company’s shares, which they
have accessed by way of variable remuneration
schemes, until the limit of twice the value of
their global annual remuneration, with the
exception of those which need to be divested
in order to pay taxes resulting from the capital
gains regarding those share.
vi)
In cases where
the variable remuneration includes the award
of options, the beginning of the fiscal year shall
be deferred for a period of no less than three
years.
vii)
Adequate legal instruments shall be
established so that thedetermined compensation
for any form of unjust dismissal of a director
is not paid if the dismissal or termination by
agreement is due to the director’s inadequate
performance.
viii)
The remuneration of the
non-executive members of the Board shall not
include any component which value depends on
the company’s performance or the company’s
value.
This Recommendation is not complied with,
regarding the executive members of the Board
of Directors. The Shareholder’s Company
ATPS-SGPS, SA, has rendered management
services to the Group, having received from
the affiliated company Ibersol, Restauração,
SA., for the rendered services, the amount
of 756.034,00
€
in 2011. Among the ATPS -
Sociedade Gestora de Participações Sociais,
SA. obligations and under the contract terms
with Ibersol, Restauração, SA. is included the
obligation of assuring that the Company´s
Board of Director’s members, António Carlos
Vaz Pinto de Sousa e António Alberto Guerra
Leal Teixeira perform their functions without
any further costs for the company. The Company
does not allow, directly, any payment to it´s
executive board of Director´s members. Being
ATPS – Sociedade Gestora de Participações
Sociais, SA. held, in equal shares, by the board