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Corporate Governance Report
rectors Declaration, joined in this Governance Report.
There are no important or significant variable compo-
nents in the remuneration of the executive directors.
II.31 Indication of the annual amount of remunera-
tion received by individual members of the admin-
istration and supervision of the company, including
fixed and variable remuneration, and for this, men-
tion the different components that originated it,
what portion is deferred and installment that has
already been paid.
The Shareholder’s Company ATPS-SGPS,SA, has ren-
dered management services to the Group, having
received from the affiliated company Ibersol, Res-
tauração, SA., for the rendered services, the amount
of 756.034,00€ in 2012. Among the ATPS- Sociedade
Gestora de Participações Sociais,SA. obligations and un-
der the contract terms with Ibersol, Restauração, SA. it 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 compa-
ny. 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 of directors mem-
bers António Carlos Vaz Pinto de Sousa e António Al-
berto Guerra Leal Teixeira, from the mentioned amount
of 756.034,00€ in 2012, it will correspond to each one
of those board of director’s members the amount of
378.017,00€. The board of executive directors mem-
bers do not allow any remuneration from other compa-
nies of the Group, neither have pension rights earned in
the year in question.
The non executive member of the board obtained an
annual fixed remuneration of 6.000€, and he has not
been allowed with any other remunerations, at any ti-
tle, namely performance bonuses, bonuses, or any ad-
ditional performance fees, pension supplements and
/ or any additional payments to the annual amount of
6,000 euros which have been provided by the company.
Remuneration of Supervisory Board members, overall
the year 2012 were as follows: President: - 8.785,92 €,
Vice - President: - € 8.785,92, Member: - 8.785,92 euros.
SROC: – 34.499,98€.
The Compensation Committee is independent of the
Board, being responsible for the submission to the Gen-
eral Assembly annual remuneration policy of the com-
pany.
II.32. Information on how remuneration is struc-
tured to allow the alignment of interests of mem-
bers of the board with the delay term interests of
society as well as on how it is based on evaluation
of performance and discourage the excessive risk
taking.
The remuneration policy of Directors is the responsibili-
ty of the Remuneration Committee, which will submit to
the approval of shareholders of the Company at the An-
nual General Meeting of 2013, as stated in the Annex I.
The general principles of the policy of remuneration of
the Supervisory Board and the General Assembly Board
are as follows:
a) Duties performed:
Regarding the duties performed by each office-holder
in the aforementioned governing bodies, and bearing
in mind the nature and activity effectively exercised, as
well as the incumbent responsibilities they are attached
to. In the organic/functional sense they will not be in the
same position and equal for all members of the Statu-
tory Audit Committee or the General Meeting Board,
as well as the Chartered Accountants. The weighting of
these functions should obey diverse criteria such as, for
example, the responsibility, time spent or the value re-
sulting from a given sort of intervention or institutional
representation.
b) Company’s economic situation:
This criterion will also be a source of interpretation. The
size of the company and the degree of functional com-
