Annual Report and Consolidated Account
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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 & Associados – Sociedade
de Revisores Oficiais de Contas, Lda;
15. Identification of model of governance
adopted.
The Company adopts a classical, monist model of
governance, made up of Board of Directors and the
Audit Committee, the statutory auditor having been
appointed by the General Meeting. The Board of Di-
rectors is responsible for performing all the admin-
istrative acts relating to the corporate object, de-
termining the Company’s strategic guidelines, and
appointing and overseeing the work of the Execu-
tive Committee, no specialized committees having
been formed. The Executive Committee coordinates
the operations of the functional units and the Com-
pany’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
Company’s bylaws.
16. Statutory rules for procedural andmaterial
requirements applicable to appointment and
replacement of members of the Board of Directors.
The rules on the procedural and material require-
ments applicable to the appointment and replace-
ment 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 Meet-
ing. 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 sub-
scribe to more than one list. If, in a given election, lists
are presented by more than one group, the vote will
decide on all the lists taken together.
In the event of death, resignation or temporary or
permanent disability of a director, the Board of Direc-
tors shall arrange for a replacement. Where a director
elected under the rules set forth in the preceding para-
graph is no longer able to serve, a replacement shall
be elected 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 certainmatters. As of 31 De-
cember 2014 the Board of Directors was made up of the
following members:
