A N N U A L R E P O R T A N D A C C O U N T S - CMVM
A N N U A L R E P O R T A N D A C C O U N T S - CMVM
A N N U A L R E P O R T A N D A C C O U N T S - CMVM
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Corporate Governance Report - 2008<br />
Recommendation Adoption Remission<br />
I.1.1<br />
The Chairman of the General Meeting should have human resources and logistical support which are<br />
adequate to his/her requirements, considering the economic situation of the company.<br />
Yes<br />
CHAPTER I<br />
I.1.2<br />
I.2.1<br />
I.2.2.<br />
The remuneration of the Chairman of the General Meeting should be disclosed in the Annual Report on<br />
Corporate Governance.<br />
The advance period for deposit or blocking of shares for the participation in the General Meeting imposed by<br />
the by-laws should not be superior to 5 working days.<br />
If the General Meeting is suspended, the company should not impose the blocking of shares for the whole<br />
period until the session is resumed; the common advance period required for the first session should be<br />
sufficient.<br />
Yes I.3<br />
Yes I.4<br />
Yes I.5<br />
I.3.1 Companies should not establish any statutory restriction on voting by post. Yes I.8<br />
I.3.2 The statutory advance period for receiving the explanation of vote sent by post should not be of more than 3<br />
working days.<br />
Yes I.10<br />
I.3.3 Companies should establish in their by-laws that a vote corresponds to one share. Yes I.6<br />
I.4.1 Companies should not establish a constitutive or deliberative quorum superior to that established by law. No I.7<br />
I.5.1<br />
The minutes of the General Meetings should be made available to shareholders at the Company’s Website,<br />
within 5 days, even if they are not considered privileged information under the law; the site should also have<br />
the historic list of attendances and the agenda of meetings and deliberations made regarding meetings which<br />
took place, at least, in the 3 previous years.<br />
No<br />
CHAPTER I<br />
I.6.1<br />
I.6.2<br />
I.6.3<br />
Any measures adopted with the purpose of preventing the success of public take-over bids should respect the<br />
interests of the company and shareholders.<br />
Corporation By-laws which, in compliance with the principle of the previous paragraph, foresee the limitation of<br />
the number of votes that can be held or cast by a single shareholder, individually or in coordination with other<br />
shareholders, should equally establish the consignation that, at least every five years, the General Meeting<br />
should deliberate whether or not that statutory provision should be maintained – without any requirements of<br />
aggravated quorum in relation to the legally established – and that in this deliberation all casted votes are<br />
counted without that limitation being in force.<br />
No defensive measures should be adopted with the purpose of automatically causing serious erosion to<br />
company assets, in case of control transition or any change in the managing board composition, thus<br />
prejudicing the free transmissivity of shares and the shareholders’ free assessment of the managing board<br />
members’ performance.<br />
Yes I.7<br />
Yes I.7<br />
Yes I.13<br />
II.1.1.1 The Report of the Managing Board should have an evaluation of the adopted model, identifying any eventual<br />
constraints to its operation and proposing action measures which they think are appropriate to overcome those<br />
constraints.<br />
II.1.1.2 Companies should create internal control systems, for an effective detection of risks connected to the company’s<br />
activities, safeguarding its assets and for the benefit of the transparency of its corporate governance.<br />
II.1.1.3 The managing and supervisory boards should have operation regulations, which should be disclosed in the<br />
company’s Website.<br />
Yes<br />
Yes<br />
No<br />
II.1<br />
II.4<br />
II.6<br />
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