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CORPORATE GOVERNANCE REPORT
b) Functioning
22. Location where the regulations governing the
functioning of the Board of Directors can be found
The Regulations of the Board of Directors may be con-
sulted on the Company’s website:
.
23. Number of meetings held and attendance level
of each member, as applicable, of the Board, the
General ans Supervisory Board and Executive Board
of Directors
The bylaws of the Company stipulate that the Board
of Directors shall meet at least quarterly and whenev-
er convened by the Chairman or two of its members.
During 2013 the Board met seven times and the rate
of attendance was 100% for the two executive directors
(António Alberto Guerra Leal Teixeira and António Car-
los Vaz Pinto Sousa) and 85% for the non-executive di-
rector (Juan Carlos Vázquez-Dodero)
Meetings of the Board of Directors are arranged and pre-
pared in advance and the necessary documentation of
the points on the agenda is made available in good time.
24. Competent Bodies of the Company to appraise
the performance of executive directors
The Remuneration Committee is the body responsible,
in representation of the shareholders, for assessing the
performance and approving the remuneration of the
members of the Board of Directors and other bodies in
accordance with the remuneration policy approved by
the shareholders in General Meeting.
25. Predetermined criteria for evaluating the perfor-
mance of executive directors
The remuneration of the executive members of the
Board of Directors does not include any variable com-
ponent and is conducted through a service agreement
with ATPS-SGPS, SA. There are no pre-determined crite-
ria for this purpose.
26. Availability of each member of the Board of Di-
rectors indicating the positions held simultaneous-
ly in other companies inside and outside the group,
and other relevant activities by members of these
bodies during the financial year
The professional activity of the current members of the
Board of Directors is described in point 19 above.
c) Committees within the board of directors and
delegates;
27. Identification of committees created within
the board of directors and where can be found the
Regulations on the functioning
The Executive Committee is the only committee of
the Board of Directors and the Regulations of the
Board of Directors may be consulted on the website
;
28. Executive Committee
Chairman – Dr. António Alberto Guerra Leal Teixeira;
Vice-Chairman – Dr. António Carlos Vaz Pinto de
Sousa;
