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Corporate Governance Report
members that would meet if they were to apply the
rules of incompatibility provided for in paragraph 1
of Article 414-A of the Companies Code, other than
that specified in subparagraph b) and the independ-
ence criteria set out in paragraph 5 of article 414,
both of the Companies Code (CSC).
The Board of the Society is composed of three directors
and includes a member, Prof. Juan Carlos Vázquez-Do-
dero, which is a non-executive member not associated
with groups of specific interests of the Company or its
shareholders, not to have relevant interests which may
conflict or interfere with the free exercise of their social
mandate, longer referring it was not set up any internal
control committee. That member is a director of affiliated
companies, inwhich not exercise executive functions. Not
active with the company or business within the meaning
of provisions of article 397 paragraphs and Article 398 of
the CSC, fulfilling the other requirements for independ-
ence of article 414 paragraph 5 of the CSC. The verifica-
tion requirements of incompatibility, the same non-ex-
ecutive director meets these rules, except for point c) of
paragraph 1 of Article 414 -A of the CSC.
II.15. Indication of legal rules, regulations and oth-
er criteria that have been based on the evaluation
of the independence of its members made by the
board.
Such as stated in the previous point, no other criteria are
applied beyond the law criteria.
II. 17. Reference to the fact that the Annual Manage-
ment Report of the Company include a description
of the activities undertaken by non-executive direc-
tors and eventual constraints identified.
The Annual Management Report includes a description
of the activity of the non-executive Director, not report-
ing any constraints.
II.18. Professional qualifications of the members
of the Board of Directors, the professional activi-
ties carried out by them at least during the last five
years, the number of company shares they hold and
the date of the commencement and end of the first
mandate;
and
II.19. Duties that the members of the Board of Direc-
tors carry out in other companies as well as those
carried out in companies of the same holding.
All members of the Board of Directors exercise functions
in management bodies of other companies, as specified
below:
Dr. António Carlos Vaz Pinto de Sousa
Academic background
- Degree in Law – Faculty of Law at the Coimbra Univer-
sity
- CEOG – Management Course – Catholic University of
Oporto
Professional activity
- Chairman of the Board of Directors of Ibersol, SGPS,
SA.
- Director of other companies in which Ibersol, SGPS, SA.
has a stake.
Date of commencement and end of mandate:
1991 / 2012;
Duties carried out in management bodies of other
Ibersol Group companies:
ASUREBI - Sociedade Gestora de Participações Sociais, SA
EGGON – SGPS, SA
ANATIR – SGPS, SA
CHARLOTTE DEVELOPS, SL
FIRMOVEN - Restauração, SA
IBERAKI - Restauração, SA
IBERGOURMET - Produtos Alimentares, SA
IBERKING - Restauração, SA
