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ANNUAL REPORT AND CONSOLIDATED ACCOUNTS 2012
by the Board of Directors in it’s Statement joined to this
Corporate Governance Report, that there are no signifi-
cant variable components of it´s remunerations, either
regarding the type and decomposition of fixed remu-
neration to these directors, whether as to the respec-
tive amounts.
II.1.5.
6 The company has not complied with this Rec-
ommendation at the Annual G. Meeting taking place in
2012, because that representative has not been present
at the Meeting.
II.3.3
This recommendation is not applicable in the
meaning of the text. It is clarified in the Chapter II, Point
II.12 and II.13.
II.4.1
This recommendation is not applicable because
the Company is not structured under the mentioned
model.
II.5.1
The company does not have specialized commit-
tees, unless the Remuneration Committee. The com-
pany has been following the understanding that it
has been sufficient the existence of the Remuneration
Committee regarding the organizational model that has
been adopted – which has been proved entirely relia-
ble, effective and interactive, producing the necessary
and relevant response to the needs of a perfectly per-
formance adjusted to the criteria of independence and
good performance that are required, taking in account
the size of the company.
II.16.
These rules emerge from the legal rules that are
incumbent upon the electoral shareholders’ meeting,
where this body, without prejudice to freely elect the
members of the Board, is responsible for the selection
process and this one will be drawn up enjoying the pro-
file of each candidate in terms of their qualifications,
technical knowledge and professional experience. How-
ever, regarding a control position that confers to deter-
mined shareholder’s, mainly being simultaneously ex-
ecutive Directors, the possibility of choosing executive
and non-executive directors, it is not possible to assure
the necessary distance the recommendation seeks to
ensure. So, it arises from the Ibersol shareholders struc-
ture the failure of this recommendation.
Chapter I
General Assembly
I.1. Identification of the members of the General
Meeting Board
Chairwoman:
Alice de Assunção Castanho Amado;
Vice-Chairwoman:
Anabela Nogueira de Matos;
Secretary:
Maria Helena Moreira Araújo;
The Company provides the Chairman of the General
Meeting the human and logistics resources to suit her
needs, through support services of the company’s Sec-
retary and the Legal Office, this one composed by three
lawyers, so considering this support as an adequate
support face to the society’s dimension and economic
situation. The Investor Relations Office / Representa-
tive for the market also provides support at the general
meetings, responding to requests for information from
shareholders, organizing accreditation of participation
in the general meeting, in liaison with the company Sec-
retary and the Board of the general meeting.
I.2. Designation of the commencement and end of
the mandates:
2009 – 2012.
I.3. Designation of the Chairman’s General Meeting
Board remuneration:
In 2012 the remuneration obtained by the Chairwoman
of the General Meeting Board was € 1.333,44.
I.4. Indication of the prior notice for share-blocking
for participation at the General Meeting.
