98
CORPORATE GOVERNANCE REPORT
II. MANAGEMENT AND SUPERVISION
a) Composition
Board of Directors
Audit Committee
Chairman –
Dr. Joaquim Alexandre de Oliveira e Silva;
Vice-Chairman –
Dr. António Maria de Borda Cardoso;
Director –
Dr. Eduardo Moutinho dos Santos;
Substitute –
Dr.ª Maria Helena Moreira de Araújo;
Statutory Auditor –
PriceWaterHouseCoopers & Asso-
ciados – Sociedade de Revisores Oficiais de Contas, Lda.;
15. Identification of model of governance adopted
The Company adopts a classical, monist model of gov-
ernance, made up of Board of Directors and the Audit
Committee, the statutory auditor having been appointed
by the General Meeting. The Board of Directors is respon-
sible for performing all the administrative acts relating to
the corporate object, determining the Company’s strate-
gic guidelines, and appointing and overseeing the work of
the Executive Committee, no specialized committees hav-
ing been formed. The Executive Committee coordinates
the operations of the functional units and the Company’s
various businesses, meeting with the senior managers of
these units and businesses on a regular basis.
The Audit Committee is responsible for auditing the
Company’s activity in accordance with law and the Com-
pany’s bylaws.
16. Statutory rules for procedural and material
requirements applicable to appointment and
replacement of members of the Board of Directors
The rules on the procedural and material requirements
applicable to the appointment and replacement of
members of the Board of Directors are stated in articles
8, 9, 10 and 15 of the Bylaws.
The Board of Directors is made up of an uneven or even
number of members, with a minimum of three and a
maximum of nine, elected by the General Meeting. A
number of substitutes equal to one-third of the number
of acting directors may also be elected.
Up to one-third of the directors shall be elected from
among persons proposed in lists subscribed by share-
holder groups holding shares representing no more
than 20% and no less than 10% of the share capital.
Each list must propose at least two candidates for each
post to be filled and a shareholder may not subscribe to
more than one list. If, in a given election, lists are pre-
sented by more than one group, the vote will decide on
all the lists taken together.
In the event of death, resignation or temporary or per-
manent disability of a director, the Board of Directors
shall arrange for a replacement. Where a director elect-
ed under the rules set forth in the preceding paragraph
is no longer able to serve, a replacement shall be elect-
ed by the General Meeting.
17. Composition of the Board of Directors
The Board of Directors is currently made up of three
members, the executive members being the Chairman
and Vice-Chairman. The Board of Directors shall choose
its own chairman if a chairman has not been appointed
by the General Meeting at the time the Board was elect-
ed. The Board of Directors may specifically appoint one
or more directors to handle certain matters. As of 31
December 2013 the Board of Directors was made up of
the following members:
Chairman –
Dr. António Alberto Guerra Leal Teixeira;
Vice-Chairman –
Dr. António Carlos Vaz Pinto de Sousa;
Director –
Professor Doutor Juan Carlos Vázquez-Dodero
