A N N U A L R E P O R T A N D A C C O U N T S - CMVM

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.
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