92
Corporate Governance Report
0.3
The Board of Directors declares that the corporate
governance model adopted is suitable to the proper in-
ternal and external functioning of the Corporation. The
Board of Directors has a Executive Committee, com-
posed by two members, it convenes weekly and evalu-
ates the diverse affairs related with the corporate man-
aging of the society, also meeting regularly with the non
executive member, sharing relevant and detailed infor-
mation over significant aspects of corporation’s life. The
annual Management Report describes the performed
non-Executive member activity. The Board of Directors
has no commission specialist support. There’s no notice
of any kind of embarrassment or repair to the function-
ing of the corporate governance, by any corporate body,
attended the accuracy and frequency which this infor-
mation is provided to. Minutes of the Executive Com-
mittee and Remuneration Committee are prepared.
0.4.
II.1.2.2
The Company’s management body is com-
posed of three directors and includes one member, Prof.
Juan Carlos Vázquez-Dodero, who is a non-executive
member. The mentioned member is a board of direc-
tor’s member of affiliated companies, in which he does
not exercise executive functions. He does not carry out
any activities or business with the company, as per the
provisions of articles 397 and 398 of the CSC. However,
he does not fulfil the independence requirements of art.
414 section 5 of the CSC, although he is a non executive
board of director’s member of affiliated companies, com-
plying in this sense, the European Commission Recom-
mendation nº 2005/162/CE of 15th February 2005 on
this matter, he does not comply with the more restrictive
understanding of CMVM. Regarding verification of the in-
compatibility requirements, the same non-executive di-
rector does comply with such rules, except for paragraph
c) of section 1 of art. 414 – A of the CSC.
In conclusion, and although the Company’s administra-
tive structure is not governed by an audit committee in-
cluded in its Board of Directors ( hence the legal require-
ment contained in article 423-B of the CSC, namely its
sections 4 and 5, is not imposed on the latter), according
to CMVM understanding the requirement of point II.1.2.2
of the Corporate Governance Code is not fulfilled.
II.1.5.1
This Recommendation is not complied with, re-
garding the executive members of the Board of Direc-
tors. The Shareholder’s Company ATPS-SGPS, SA, has
rendered management services to the Group, hav-
ing 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. 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 non executive member of the board obtained an
annual remuneration of 6.000€.
II.1.5.2 e II.1.5.3
For setting the Board of Directors and
the Statutory Audit Committee remunerations there
were not taken any comparative remuneration policies
or practices over payments made by other companies,
being understood that the society follows, in this mat-
ter, a policy that behaves in an equivalent average valu-
ation. It has been not regarded or pre determined any
policy over payments related to the dismissal or termi-
nation of the administrators function, by agreement.
Regarding the Directors remuneration policy, it is stated
