118
CORPORATE GOVERNANCE REPORT
The executive members of the Board of Directors are
remunerated by the shareholder ATPS-SGPS, SA, which
provides administrative and management services to
the Group.
The non-executive member receives a fixed annual re-
muneration and no other remuneration of any kind.
The total remuneration of the members of the Audit
Committee for 2013 was as follows: Chairman: 8,785.92
euros; Vice-Chairman: 8,785.92 euros; Member: 8,785.92
euros; and external auditor: 42,499.98 euros.
70. Information about remuneration structure
in order to align the interests of members of
the board with the long-term interests of the
Company as well as about the Company assess and
discourage excessive risk assumption
The directors’ remuneration policy is the responsibility
of the Remuneration Committee, which will submit its
proposals to the approval of the Company’s sharehold-
ers in the 2014 Annual General Meeting, in accordance
with Annex 1.
The general principles of the remuneration policy for
the audit bodies and the Board of the General Meeting
are as follows:
a) Functions performed:
– the nature and volume of the activity involved in
the functions performed by each member of the
abovementioned corporate governing bodies is tak-
en into consideration, as well as the responsibilities
assigned to each one. The members of the Audit
Committee, the Board of the General Meeting and
the audit firm will not all occupy the same organi-
zational or functional position. Various criteria are
applied, including level of responsibility, time com-
mitment or the value of a particular service or insti-
tutional representation.
b) The Company’s economic situation.
This criterion will also require interpretation. One rele-
vant consideration will be the size of the company and
the relative degree of functional complexity.
71. Reference, if applicable, of the existence of a
variable remuneration component and information
about likely impact of performance appraisal in
this component
There is no variable component.
72. Deferring payment of the variable
remuneration component, specifying the period of
deferral
There is no variable component.
73. Criteria that underlie the allocation of variable
remuneration in shares and the maintenance of
these shares by Executive Directors
No remuneration involving the allocation of shares or
any other systemof bonuses paid in shares is envisaged.
74. Criteria that underlie the allocation of variable
remuneration in options and indication of the
deferral period and the exercise price and the
members of the Company.
No remuneration invlving the allocation of share op-
tions is envisaged.
75. Main parameters and reasonning for any
scheme of annual bonuses and any other noncash
benefits
There is no system of annual awards or other non-cash
benefits.
