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Chairman –
Dr. António Alberto Guerra Leal Teixeira;
Vice-Chairman –
Dr. António Carlos Vaz Pinto de Sousa;
Director –
Prof. Doutor Juan Carlos Vázquez-Dodero
All the members were elected by the General Meeting
on 6 May 2013 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 limits established by law. The Board of Directors
shall be responsible for regulating the functioning of
the Executive 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 mem-
ber, Prof. Juan Carlos Vázquez-Dodero, who is not as-
sociated 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 committee has been established.
Said non-executive member is a director of related
companies, in which he does not perform any execu-
tive 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 independence
stated in art 414.5 of the CSC, in particular as stated
in the European Commission Recommendation of 15
February 2005. Face to this Recommendation, in it´s
point number 13, it is determined, about the inde-
pendence requirement, that an administrator must
be considered independent if he has no business,
family, or other relations with the company, either
with the control shareholders, as well with the direc-
tive bodies of any of them – that can create a con-
flict of interest that undermine his judgment. These
independence requirements are complete fulfilled
by the non-executive member of Board of Directors,
Prof. Juan Carlos Vazquez-Dodero, and so this is an
independent member.
The above mentioned non-executive director, as
a non-executive director of the Board of Directors
of companies included in or linked to the Ibersol
Group, does not collaborate or interferes with the
management of the company, neither provides any
other type of service to any of these companies and
has no other type of commercial relationship (mate-
rial or non-material), whether of service provision or
another nature, and is not a beneficiary of any kind
of remuneration beyond that received annually as a
non-executive director of Ibersol, SGPS, SA.
