99
ANNUAL REPORT AND CONSOLIDATED ACCOUNTS 2013
All the members were elected by the General Meeting
on 6 May 2012 for a term that expires in 2016 or when
new members are elected.
The dates on which the current members were first
elected to their posts are as follows: Dr. António Carlos
Vaz Pinto de Sousa, 1991; Dr. António Alberto Guerra
Leal Teixeira, 1997; and Prof. Juan Carlos Vázquez-Do-
dero, 1999.
Under article 27 of the Bylaws, directors are elected for
a period of four years.
The Board of Directors may also delegate the day-to-day
management of the Company to one or more directors
or an executive committee, within the terms and lim-
its established by law. The Board of Directors shall be
responsible for regulating the functioning of the Exec-
utive Committee and the way it exercises the powers
assigned to it.
18. Distinction between executive and non-
executive members
The governing body of the Company is made up of three
directors and includes one non-executive member, Prof.
Juan Carlos Vázquez-Dodero, who is not associated with
any specific interest groups, whether of the Company or
its principal shareholders, and has no material interests
that might clash or interfere with the free performance
of his duties as a director. No internal control commit-
tee has been established. Said non-executive member
is a director of related companies, in which he does not
perform any executive functions. He does not carry out
any activities or businesses with the Company, within
the meaning of articles 397 and 398 of the Companies
Code (CSC) and meets the other requirements for inde-
pendence stated in art 414.5 of the CSC, in particular as
stated in the European Commission Recommendation
of 15 February 2005.
The abovementioned non-executive director, as a
non-executive director of the Board of Directors of com-
panies included in or linked to the Ibersol Group, does
not provide any other type of service to any of these
companies and has no other type of commercial rela-
tionship (material or non-material), whether of service
provision or another nature, and is not a beneficiary of
any kind of remuneration beyond that received annual-
ly as a non-executive director of Ibersol, SGPS, SA.
19. Professional qualifications of the members of
the Board of Directors
Chairman
Presidente - Dr. António Alberto
Guerra Leal Teixeira
Academic qualifications
- BA in Economics – Faculty of Economics of the
University of Oporto.
Professional activity
- Chairman of the Board of Directors
of Ibersol, SGPS, SA
- Director of other companies in which
Ibersol, SGPS, SA holds shares
