09-041334 Relatorio INGLES Vol 2 - BCP KOMORI 4 - Millennium bcp

Annual Report Volume II Report of the Supervisory Board 21
the Internal Audit of BCP; and the analysis of the Internal Control System Report submitted to the
Bank of Portugal in December 2008. Also in the scope of the Internal Audit, the ARC analysed the
information on the supervisory actions performed by the regulatory entities of the several markets
where the Group operates, including namely the progress reports related to the agreement set up
between the bcpbank (US) and the Office of the Comptroller of the Currency (OCC).
Already in 2009, the ARC attended the EB meeting of February 11 th , 2009 that approved the
annual accounts and the appraisal of the management report and financial statements of Banco
Comercial Português, S.A., which include the financial statements on an individual and on a
consolidated basis, prepared by the EB for the year ended December 31 st 2008 and approved
the Annual Report of the Audit and Risk Committee in which the ARC recommends to the SB
the adoption of a favourable opinion on the management report and financial statements of
Banco Comercial Português, S.A.
The SB was informed about the works of the Audit and Risk Committee on a regular basis,
namely by the Chairman of this Committee and by the delivery of information about the
Committee’s activity and of the minutes of its meetings.
The Nomination Committee held two meetings in 2008, on February 18 th and April 18 th
respectively. The meetings registered an attendance of 100%. Of the meetings held, the respective
minutes were written.
The Chairman of the EB attended both the 2008 meetings of the Nomination Committee.
The meeting of February 18 th focused, among other issues, on the changes in the composition
of the corporate bodies, that resulted from the General Meeting of Shareholders held on January
15 th 2008, and on the areas of responsibility within the EB, the Committee having duly
acknowledged the proposed changes in the structure and composition of the EB Committees
and the distribution of areas of responsibility within the EB members.
In the meeting of April 18 th 2008, given its powers in matters of nomination and bearing in mind
the good governance practices, the Committee analysed the profile of both the Senior Board and
the SB, bearing in mind that both the corporate bodies mentioned end their mandates at year-end.
The Committee also discussed the process of the SB self-assessment, having issued a
recommendation to the SB, which was analysed and adopted in the SB meeting of April 21 st 2008.
In the same meeting, the Committee analysed, among other issues, the annual procedure of
assessing the independence requisites of the SB members as well as the opinion to be issued in
that respect by the Corporate Governance Committee.
In both meetings, the Committee was called to issue its opinion on nominations for corporate bodies,
agreeing with the several EB proposals of nominations for corporate bodies of subsidiary companies.
The Committee followed-up the developments of the process of setting up the EB remuneration
policy and analysed the matters related to the Annual General Meeting, namely the corporate bodies
that were ending their mandates and were to be elected by the General Meeting.
In the first half of 2008, the Nomination Committee ended its activity as a Specialised Committee
exclusively dealing with nomination issues. On April 21 st 2008, the SB granted the power to set
forth the remuneration of the EB, to a newly formed Nomination and Remunerations