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
Recommendation Adoption Remission
II.1.5.4 The proposal regarding the approval of share allocation plans, and/or share acquisition options or based on
share price variations, should be submitted to the Annual General Meeting, for the members of the managing
and supervisory boards and the remaining top management, according to nr. 3 of article 248-B of the
Securities Market Code. The proposal should contain all the required elements for a correct assessment of the
plan. The proposal should have attached the plan regulation or, if it has not been prepared yet, the general
conditions it should fulfil. The General Meeting should also approve the main characteristics of the pension
benefit system for members of the management, supervisory boards and the remaining top management,
according to nr. 3 of article 248-B of the Securities Market Code.
Not
applicable
III.10
II.1.5.5 The remuneration of management and supervisory board members should be individually disclosed on a
yearly basis, differentiating, when applicable, the different components received in terms of fixed remuneration
and variable remuneration, as well as the remuneration received in other companies of the group or in
companies controlled by shareholders with qualified participations (shares).
No
II.12
II.20 b)
II.2.1
Within the limits established by law for each management and supervisory structure and unless due to the
reduced size of the company, the Board of Directors should delegate the company’s daily management and
the delegated competences should be identified in the Annual Report on the Corporate Governance.
No
II.3.
II.2.2
The Board of Directors should ensure that the company acts in a consentaneous manner with its objectives and
should not delegate its powers, namely regarding:
Yes
II.3
i) defining the company’s general strategies and policies;
ii) defining the corporate structure of the group;
iii) decisions that should be considered strategic due to its amount, risk or special characteristics.
II.2.3.
Should the Chairman of the Board of Directors perform executive functions, the Board of Directors must find
efficient mechanisms to coordinate the works of non-executive members, which ensure that these can decide
in an independent and informed manner. These mechanisms should be duly explained to the shareholders
within the scope of the Report on Corporate Governance.
Not
applicable
II.9
II.2.4
The Annual Management Report should include a description of the activity developed by non-executive
directors, namely referring eventually found constraints.
Yes
II.3
II.2.5
The Management Board should promote a rotation of the member in charge of the financial sector, at least at
the end of two successive mandates.
No
II.10
II.3.1.
Any executive directors with executive functions should provide, when so requested by other members of
those governing bodies, in useful time and in an adequate manner, in accordance to the request, the
information requested by the latter.
Yes
II.1
II.3.2.
The Chairman of the Executive Committee should send the summons and the minutes of the respective
meetings to the Chairman of the Board of Directors and, when applicable, to the Chairman of the Supervisory
Board or of the Audit Committee.
Not
applicable
II.2
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