CORPORATE GOVERNANCE REPORT
2022
CONTENTS | |||
INTRODUCTION | 8 | ||
PART I - INFORMATION ON SHAREHOLDER STRUCTURE, ORGANIZATION AND | |||
CORPORATE GOVERNANCE | 9 | ||
A. | SHAREHOLDER STRUCTURE | 9 | |
I. | CAPITAL STRUCTURE | 9 | |
CAPITAL STRUCTURE | 9 | ||
RESTRICTIONS TO SHARE TRANSFERABILITY, SUCH AS CONSENT CLAUSES FOR DISPOSAL, | |||
OR LIMITATIONS TO SHARE OWNERSHIP | 9 | ||
NUMBER OF OWN SHARES, CORRESPONDING CAPITAL PERCENTAGE AND CORRESPONDING | |||
VOTING RIGHTS PERCENTAGE | 9 | ||
SIGNIFICANT AGREEMENTS INCLUDING CHANGE OF CONTROL CLAUSES | 9 | ||
RENOVATION / REVOCATION OF DEFENSIVE MEASURES, IN PARTICULAR THOSE PROVIDING | |||
FOR THE RESTRICTION OF THE NUMBER OF VOTES THAT MAY BE HELD OR EXERCISED BY A | |||
SINGLE SHAREHOLDER | 9 | ||
SHAREHOLDERS' AGREEMENTS OF WHICH THE COMPANY IS AWARE AND MIGHT LEAD TO | |||
RESTRICTIONS IN THE TRANSFER OF SECURITIES OR VOTING RIGHTS | 10 | ||
II. | SHAREHOLDINGS AND BONDS | 10 | |
OWNERS OF QUALIFIED HOLDINGS, PERCENTAGE OF CAPITAL AND VOTES ATTRIBUTABLE, | |||
SOURCE AND CAUSES FOR ATTRIBUTION | 10 | ||
NUMBER OF SHARES AND BONDS HELD BY THE MEMBERS OF THE MANAGEMENT AND | |||
SUPERVISORY BODIES | 11 | ||
SPECIAL POWERS OF THE MANAGEMENT BODY, NOTABLY AS REGARDS CAPITAL INCREASE | |||
RESOLUTIONS | 11 | ||
SIGNIFICANT COMMERCIAL RELATIONSHIPS BETWEEN OWNERS OF QUALIFIED HOLDINGS | |||
AND THE COMPANY | 11 | ||
B. CORPORATE BODIES AND COMMITTEES | 12 | ||
I. | GENERAL MEETING OF SHAREHOLDERS | 12 | |
IDENTIFICATION OF THE MEMBERS OF THE BOARD OF THE GENERAL MEETING OF | |||
SHAREHOLDERS, COMMENCEMENT AND EXPIRATION OF TERM OF OFFICE | 12 | ||
POSSIBLE LIMITATIONS ON VOTING RIGHTS | 12 | ||
MAXIMUM PERCENTAGE OF VOTING RIGHTS THAT MAY BE EXERCISED BY A SINGLE | |||
SHAREHOLDER OR BY SHAREHOLDERS CONNECTED TO THE FORMER THROUGH ANY OF THE | |||
RELATIONSHIPS SET FORTH IN ARTICLE 20.1 OF THE PORTUGUESE SECURITIES CODE | 14 | ||
SHAREHOLDER RESOLUTIONS WHICH, ACCORDING TO THE BYLAWS, CAN ONLY BE | |||
ADOPTED WITH QUALIFIED MAJORITY, APART FROM THOSE LEGALLY PROVIDED FOR | 15 | ||
II. | MANAGEMENT AND SUPERVISION | 15 | |
IDENTIFICATION OF THE CORPORATE GOVERNANCE MODEL | 15 | ||
BYLAW RULES ON THE PROCEDURAL AND MATERIAL REQUIREMENTS FOR THE | |||
APPOINTMENT AND REPLACEMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS | 16 | ||
COMPOSITION OF THE BOARD OF DIRECTORS | 16 | ||
EXECUTIVE AND NON-EXECUTIVE BOARD MEMBERS AND INDEPENDENCE CRITERIA | 17 | ||
PROFESSIONAL QUALIFICATIONS AND OTHER RELEVANT CURRICULUM ELEMENTS OF THE | |||
MEMBERS OF THE BOARD OF DIRECTORS | 18 |
FAMILY, PROFESSIONAL OR COMMERCIAL RELATIONSHIPS, FREQUENT AND SIGNIFICANT,
Report and consolidated accounts | 2022 | 2 |
OF THE MEMBERS OF THE BOARD OF DIRECTORS WITH OWNERS OF QUALIFIED HOLDINGS | |
ABOVE 2% OF THE VOTING RIGHTS | 18 |
DISTRIBUTION OF POWERS AMONG THE VARIOUS CORPORATE BODIES, COMMITTEES | |
AND/OR DEPARTMENTS OF THE COMPANY | 19 |
MANAGEMENT BODY | 19 |
Board of Directors | 19 |
Powers of the Chairman of the Board of Directors | 21 |
Managing-Director | 22 |
Powers of the Managing Director | 22 |
SUPERVISORY BODIES | 22 |
Fiscal Council | 22 |
Statutory Auditor | 24 |
COMMITTEES AND SUPPORTING STRUCTURES | Error! Bookmark not defined. |
OPERATING RULES OF THE BOARD OF DIRECTORS | 24 |
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND DEGREE OF ATTENDANCE OF | |
EACH MEMBER | 25 |
INDICATION OF THE CORPORATE BODIES EMPOWERED TO CARRY OUT THE PERFORMANCE | |
EVALUATION OF EXECUTIVE DIRECTORS | 25 |
PRE-DETERMINED CRITERIA FOR THE PERFORMANCE EVALUATION OF EXECUTIVE | |
DIRECTORS | 25 |
AVAILABILITY OF EACH MEMBER OF THE BOARD OF DIRECTORS AND INDICATION OF | |
FUNCTIONS EXERCISED SIMULTANEOUSLY IN OTHER COMPANIES, INSIDE AND OUTSIDE THE | |
GROUP, AND OTHER RELEVANT ACTIVITIES EXERCISED BY THE MEMBERS OF THE BOARD OF | |
DIRECTORS | 25 |
IDENTIFICATION OF THE COMMITTEES CREATED BY THE BOARD OF DIRECTORS | 26 |
COMPOSITION OF THE EXECUTIVE COMMITTEE AND/OR IDENTIFICATION OF MANAGING | |
DIRECTORS | 26 |
DUTIES OF EACH COMMITTEE CREATED WITHIN THE BOARD OF DIRECTORS AND | |
SUMMARY OF THE ACTIVITIES DEVELOPED IN THE EXERCISE OF SUCH DUTIES | 26 |
III. SUPERVISION | 26 |
IDENTIFICATION OF THE SUPERVISORY BODY | 26 |
COMPOSITION OF THE FISCAL COUNCIL | 26 |
IDENTIFICATION OF THE MEMBERS OF THE FISCAL COUNCIL COMMITTEE CONSIDERED | |
INDEPENDENT UNDER ARTICLE 414,5 OF THE PORTUGUESE COMPANIES CODE | 26 |
PROFESSIONAL QUALIFICATIONS AND OTHER RELEVANT CURRICULUM ELEMENTS OF THE | |
MEMBERS OF THE FISCAL COUNCIL | 27 |
OPERATING RULES OF THE FISCAL COUNCIL | 27 |
NUMBER OF MEETINGS OF THE FISCAL COUNCIL AND DEGREE OF ATTENDANCE OF EACH | |
MEMBER | 27 |
AVAILABILITY OF EACH MEMBER OF THE FISCAL COUNCIL AND INDICATION OF | |
FUNCTIONS EXERCISED SIMULTANEOUSLY IN OTHER COMPANIES, INSIDE AND OUTSIDE THE | |
GROUP, AND OTHER RELEVANT ACTIVITIES EXERCISED BY THE MEMBERS OF THE FISCAL | |
COUNCIL | 27 |
PROCEDURES AND CRITERIA APPLICABLE TO THE INTERVENTION OF THE SUPERVISORY | |
BODY WHEN HIRING ADDITIONAL SERVICES FROM THE EXTERNAL AUDITOR | 27 |
OTHER DUTIES OF THE SUPERVISORY BODIES | 28 |
IV. STATUTORY AUDITOR (REVISOR OFICIAL DE CONTAS / ROC) | 28 |
Report and consolidated accounts | 2022 | 3 |
IDENTIFICATION OF THE STATUTORY AUDITOR AND OF ITS REPRESENTING PARTNER.... | 28 | |
NUMBER OF YEARS DURING WHICH THE STATUTORY AUDITOR PERFORMS DUTIES | ||
CONSECUTIVELY IN THE COMPANY AND/OR GROUP | 28 | |
OTHER SERVICES RENDERED TO THE COMPANY BY THE STATUTORY AUDITOR | 28 | |
V. | EXTERNAL AUDITOR | 28 |
IDENTIFICATION OF THE EXTERNAL AUDITOR AND OF ITS REPRESENTING PARTNER, AS | ||
WELL AS THEIR RESPECTIVE REGISTRY NUMBER BEFORE THE CMVM | 28 | |
NUMBER OF YEARS DURING WHICH THE EXTERNAL AUDITOR AND ITS REPRESENTING | ||
PARTNER PERFORM DUTIES CONSECUTIVELY IN THE COMPANY AND/OR GROUP | 28 | |
POLICY AND PERIOD FOR THE ROTATION OF THE EXTERNAL AUDITOR AND OF ITS | ||
REPRESENTING PARTNER | 28 | |
CORPORATE BODY RESPONSIBLE FOR THE EVALUATION OF THE EXTERNAL AUDITOR AND | ||
FREQUENCY FOR SUCH EVALUATION | 29 | |
SERVICES, OTHER THAN AUDITING SERVICES, PROVIDED BY THE EXTERNAL AUDITOR TO | ||
THE COMPANY AND/OR ENTITIES IN A CONTROL RELATIONSHIP, AS WELL AS INDICATION OF | ||
INETRNAL PROCEDURES FOR THE PURPOSES OF APPROVING THE HIRING OF THOSE SERVICES | ||
AND REASONS FOR SUCH HIRING | 29 | |
INDICATION OF THE AMOUNT OF ANNUAL REMUNERATION PAID TO THE AUDITOR AND | ||
OTHER INDIVIDUALS OR CORPORATIONS IN THE SAME NETWORK SUPPORTED BY THE COMPANY | ||
AND OR BY CORPORATIONS IN A CONTROL OR GROUP RELATIONSHIP, AS WELL AS | ||
SPECIFICATION OF THE PERCENTAGE OF EACH TYPE OF SERVICE | 29 | |
C. INTERNAL ORGANIZATION | 29 | |
I. | BYLAWS | 29 |
RULES APPLICABLE TO AMENDMENT TO THE BYLAWS OF THE COMPANY | 29 | |
Constitutive quorum for the General Meeting of Shareholders | 29 | |
Resolution quorum for the General Meeting of Shareholders | 29 | |
II. | WHISTLEBLOWING | 30 |
WHISTLEBLOWING | 30 | |
III. INTERNAL CONTROL AND RISK MANAGEMENT | 30 | |
Internal Control System | 30 | |
PERSONS, BODIES OR COMMITTEES RESPONSIBLE FOR INTERNAL AUDITING AND/OR | ||
IMPLEMENTATION OF INTERNAL CONTROL SYSTEMS | 31 | |
HIERARCHICAL AND/OR FUNCTIONAL DEPENDENCE RELATIONS VIS-À-VIS OTHER | ||
CORPORATE BODIES OR COMMITTEES | 31 | |
OTHER FUNCTIONAL AREAS HAVING RISK CONTROL POWERS ROLE | 32 | |
MAIN ECONOMIC, FINANCIAL AND LEGAL RISKS TO WHICH THE COMPANY IS EXPOSED IN | ||
THE CONDUCT OF ITS BUSINESS | 32 | |
RISK IDENTIFICATION, ASSESSMENT, MONITORING, CONTROL AND MANAGEMENT | ||
PROCEDURE | 34 | |
Risk Management Procedure | 34 | |
Risk monitoring, control and management | 35 | |
MAIN ELEMENTS OF INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS IMPLEMENTED | ||
IN THE COMPANY IN CONNECTION WITH THE FINANCIAL INFORMATION DISCLOSURE PROCEDURE | ||
36 | ||
IV. INVESTOR SUPPORT | 36 | |
INVESTOR SUPPORT OFFICE, COMPOSITION, DUTIES, INFORMATION PROVIDED BY THE | ||
SAME AND CONTACT DETAILS | 36 | |
Report and consolidated accounts | 2022 | 4 |
REPRESENTATIVE FOR RELATIONS WITH THE MARKET | 37 | |
INFORMATION ON RESPONSE PROPORTION AND PERIOD TO INFORMATION REQUESTS | ||
MADE DURING THE YEAR OR PENDING FROM PREVIOUS YEARS | 38 | |
V. | INTERNET WEBSITE | 38 |
ADDRESS | 38 | |
LOCATION OF INFORMATION ON THE COMPANY NAME, ITS NATURE OF PUBLIC | ||
COMPANY, REGISTERED OFFICE AND OTHER DATA PURSUANT TO ARTICLE 171 OF THE | ||
PORTUGUESE COMPANIES CODE | 38 | |
LOCATION OF INFORMATION ON THE BYLAWS AND OPERATING RULES OF THE | ||
CORPORATE BODIES AND/OR COMMITTEES | 38 | |
LOCATION OF INFORMATION ON THE IDENTITY OF THE MEMBERS OF THE CORPORATE | ||
BODIES, THE REPRESENTATIVE FOR RELATIONS WITH THE MARKET, THE INVESTOR RELATIONS | ||
OFFICE OR EQUIVALENT, THEIR DUTIES AND ACCESS DETAILS | 38 | |
LOCATION WHERE THE COMPANY MAKES AVAILABLE THE FINANCIAL STATEMENTS, WHICH | ||
MUST BE ACCESSIBLE FOR FIVE YEARS AT LEAST, AS WELL AS A SCHEDULE OF CORPORATE | ||
EVENTS, DISCLOSED AT THE BEGINNING OF EACH HALF-YEAR, INCLUDING, AMONG OTHERS, | ||
GENERAL MEETINGS OF SHAREHOLDERS, DISCLOSURE OF THE ANNUAL, HALF-YEAR AND, IF | ||
APPLICABLE, QUARTERLY FINANCIAL STATEMENTS | 39 | |
LOCATION WHERE THE COMPANY MAKES AVAILABLE NOTICES OF THE GENERAL MEETING | ||
OF SHAREHOLDERS AND ALL PREPARATORY AND SUBSEQUENT INFORMATION RELATED TO THE | ||
SAME 39 | ||
LOCATION WHERE THE COMPANY MAKES AVAILABLE THE HISTORICAL COLLECTION WITH | ||
THE RESOLUTIONS PASSED AT THE GENERAL MEETINGS OF SHAREHOLDERS, THE SHARE | ||
CAPITAL THEREIN REPRESENTED AND THE VOTING RESULTS, REGARDING THE PREVIOUS THREE | ||
YEARS 39 | ||
D. REMUNERATION | 39 | |
I. | COMPETENCE FOR DETERMINATION | 39 |
COMPETENCE FOR THE DETERMINATION OF THE REMUNERATION OF CORPORATE BODIES, | ||
MEMBERS OF THE EXECUTIVE COMMITTEE OR MANAGING DIRECTOR AND COMPANY OFFICERS 39 | ||
II. | COMPENSATION COMMITTEE | 40 |
COMPOSITION OF THE COMPENSATION COMMITTEE, INCLUDING THE IDENTIFICATION OF | ||
THE PERSONS OR CORPORATIONS HIRED TO SUPPORT IT AND INDEPENDENCE STATEMENT | ||
REGARDING EACH OF ITS MEMBERS AND CONSULTANTS | 40 | |
KNOWLEDGE AND EXPERIENCE OF THE MEMBERS OF THE COMPENSATION COMMITTEE IN | ||
THE MATTER OF REMUNERATION POLICY | 40 | |
III. REMUNERATION STRUCTURE | 40 | |
DESCRIPTION OF THE REMUNERATION POLICY FOR THE MEMBERS OF THE MANAGEMENT | ||
AND SUPERVISORY BODIES | 40 | |
INFORMATION ON HOW THE REMUNERATION IS STRUCTURED IN ORDER TO PERMIT THE | ||
ALIGNMENT OF THE DIRECTORS' INTERESTS WITH LONG TERM INTERESTS OF THE COMPANY, | ||
AS WELL AS HOW THE REMUNERATION IS BASED ON PERFORMANCE AND DISINCENTIVES | ||
EXCESSIVE RISK TAKING | 41 | |
REFERENCE, IF APPLICABLE, TO THE EXISTENCE OF A VARIABLE COMPONENT OF THE | ||
REMUNERATION AND INFORMATION ON THE WAY AS SUCH COMPONENT DEPENDS ON | ||
PERFORMANCE EVALUATION | 41 | |
DEFERMENT OF PAYMENT OF THE VARIABLE COMPONENT OF THE REMUNERATION, | ||
MENTIONING THE DEFERMENT PERIOD | 41 | |
CRITERIA ON WHICH THE ALLOCATION OF A VARIABLE REMUNERATION IN SHARES IS | ||
BASED; EXECUTIVE DIRECTORS KEEPING ANY SHARES GRANTED THEM IN THE COMPANY; ANY | ||
AGREEMENT EXECUTED AS TO SUCH SHARES, NOTABLY HEDGING OR RISK TRANSFER | ||
AGREEMENTS, THE LIMIT THEREOF, AND THEIR RELATIONSHIP TO THE AMOUNT OF THE OVERALL | ||
Report and consolidated accounts | 2022 | 5 |
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