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Corporate Governance Report - 2008 INDEX OF THE CORPORATE GOVERNANCE REPORT CHAPTER 0 - Declaration of Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105 CHAPTER I - General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110 CHAPTER II - Administration and Supervisory Boards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115 CHAPTER III - Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140 104
Corporate Governance Report - 2008 CORPORATE GOVERNANCE REPORT In compliance with the legal applicable standards and regulations, namely article 245-A of the Portuguese Securities Market Code, Regulation nr. 1/2007 of CMVM, currently in force, “TEIXEIRA DUARTE - Engenharia e Construções, S.A.” (Teixeira Duarte) hereby presents its Corporate Governance Report regarding the financial year of 2008, complying with all the requirements of the model attached to the referred Regulation. Comments and considerations shall be made on the procedures followed by the company, always when deemed necessary and appropriate. For many years Teixeira Duarte has been concerned with the subject of “Corporate Governance” and has embraced practices reflecting values which are currently safeguarded by regulations on that matter. It is always attentive to the development of standards and regulations and to the national and international recommendations. The Company complies with all its corporate obligations as a listed company with issued shares, traded in a regulated market and takes due responsibility of striking a balance between the recommendations of the various entities and the reality of the Company, its structure, history, markets and operating sectors. Teixeira Duarte organized this Report in accordance with the model indicated in the Annex to the CMVM Regulation Nr. 1/2007, having, as suggested by the Portuguese Securities Market Committee, included in its Chapter 0 a table with the description of all 43 Recommendations that integrate the Corporate Governance Code issued by this regulating entity, stating which were adopted by the Company and which were not. It also includes a remission to the points in this text containing these issues or in which the reason for nonadoption is explained. These structure options and the inclusion of that table right at the beginning of the text has the objective of rigorous compliance with the new norms and regulations applicable from this year on and also of monitoring the intention of the Portuguese Securities Market Committee to make these Reports uniform and easier to analyze and consult by the Market. CHAPTER 0 Declaration of Compliance 0.1. Indication of the location where the corporate governance code texts are made available to the public, to which the issuer is subject to and, that being the case, those they have voluntarily chosen to be subject to. In addition to the applicable legal and regulatory standards, namely the Commercial Companies Code, the Securities Code and the CMVM Regulations, especially Regulation Nr. 1/2007, Teixeira Duarte opted not to be governed by any other Corporate Governance Code except the one issued by CMVM in September 2007, which can be consulted at www.cmvm.pt. 0.2. Detailed indication of the adopted and non-adopted recommendations contained in the CMVM Corporate Governance Code. Recommendations which are not entirely followed are considered, for the purpose herein, as not having been adopted. 0.3. When corporate governance structures or practices deviate from CMVM recommendations or from any other codes the company is subject to or has voluntarily adhered to, the parts of each code that were not complied with must be distinctly stated, as well as the reasons for that divergence. Items 0.2. and 0.3. are object of simultaneous development, due to their interconnection. From the 43 Recommendations that comprise the above referred CMVM Corporate Governance Code, only 14 are not adopted by the Company, some of them only partially. Those Recommendations are fully transcribed in the following table, along with the numbering included in the aforementioned Corporate Governance Code, followed by the indication of its adoption or non-adoption and the remission to the item of this Report where such matter is developed or in which, complying with the “comply or explain” principle, its eventual non-adoption is justifiable. 105
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