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Corporate Governance Report
Management Body
Ibersol, SGPS, SA. has a Board of Directors composed of
three members: one Chairman, one Vice-Chairman and
one Vogal Member. Two of its members exercise execu-
tive functions and form an Executive Committee, which
was elected and whose powers were delegated by the
Board of Directors per the terms of art. 8º section 4 of
the Company Association Articles, and one other Direc-
tor who exercises non-executive functions.
The Executive Committee operationally coordinates
the functional directions and different businesses men-
tioned above, meeting periodically with the respec-
tive directors. The decisions made by the Functional
and Business Directors, which must respect the over-
all guidelines, emanate from the delegation of powers
granted by the Executive Committee and are coordi-
nated in the aforementioned meetings. The powers
delegated to the Executive Committee are namely the
following:
a) full powers for decision-making, management and
strategic accompaniment of corporate activity, with-
in the legal limits set by art. 407º section 4 of the
CSC;
b) to develop, plan and programme the action lines of
the management body, internally and externally for
the accounting year, fully pursuing the social goals
per the Company’s ends, with a special aim to assist
the Board of Directors properly verifying the instru-
ments for supervising the economic/financial situ-
ation and carry out the controlling function of the
companies that are part of the Ibersol Group.
c) it is incumbent upon to help the Board of Directors
to update its assessment and functional support
structures, as well as the procedures of compa-
nies integrated in the Ibersol Group, with consist-
ent adjustment to changing business needs, acting
to determine the profiles and characteristics of its
strategic partners, clients, workers, collaborators
and other players, and in development of the be-
haviour standard for the company’s relations with
the outside world, and may specifically proceed to
acquire, dispose of and encumber moveable goods,
establishing or ceasing cooperation with other com-
panies.
The distribution of functions within the Board of Direc-
tors, specifically in terms of turnover responsible for
financial matters is understanding of the company that
the rotation does not serve the corporate interests,
being a measure that would not contribute to stabili-
zation and continuous improvement of its objectives,
but even more so is society’s understanding that this
requirement, if any, will only be objectively required
for the future, ie after two mandates from the date
of commencement of validity of the recommendation
contained in section II.2.5 of the Government Corpora-
tions Code (the latter with effect from September 2007).
The Board of Director´s members when requested by
other board members provide timely, adequately and
fairly, all the requested information.
II.4 Reference to the fact that the annual reports on
the activities of the General Council and Superviso-
ry Board, the Commission for financial matters, the
Audit Committee and the Audit Committee include
a description of the supervisory activity detected
indicating any constraints, and be subject to disclo-
sure on the website of the company, together with
the documents of accountability.
The Report of the Supervisory Board includes a de-
scription of the supervisory activity and, when appro-
priate, it refers any constraints encountered, which
are disclosed on the website of the company, together
with the documents of accountability. The Board of Di-
rectors declares that the corporate governance model
adopted is suitable to the proper internal and external
functioning of the Corporation. The Board of Directors
has a Executive Committee, composed by two mem-
