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
III.1.3
The following available information at the company’s Website should be disclosed in English:
Yes
CHAPTER III
a) The company, its quality as listed company, the registered head office and the remaining elements mentioned
in article 171 of the Commercial Companies Code;
b) By-laws;
c) Identity of the members of the governing bodies and of the representative for the market relations;
d) Investor’s Supporting Office, respective functions and means of access;
e) Documents of account;
f) Biannual company events schedule;
g) Proposals submitted for discussion and voting at the General Meeting;
h) Summons for the realization of the General Meeting.
0.4. The governing body or commission in question
should assess the independence of each of its members
at every instant and justify its appreciation before
shareholders, by statement included in the report on
corporate governance, either at the designation moment,
or whenever a supervening circumstance occurs which
determines loss of independence.
Every year Teixeira Duarte has been promoting an inquiry to
the members of the General Meeting Board, the Supervisory
Board and the representative of the Chartered Accountants
Company, through which – following a model prepared by the
Portuguese Securities Market Committee at the time of the
elections which took place after the alterations to the
Commercial Companies Code in 2006 – it establishes facts
which allow to ascertain their respective independence and the
inexistence of incompatibilities, as foreseen in article 414.º and
414.º-A of the Commercial Companies Code.
These inquiries aimed at an eventual inclusion of a new item in
the Annual General Meeting agenda to make up for these
irregularities, have been answered in time with the indicated
members observing the aforementioned legal criteria, each of
them declaring also that “they are not aware of any other fact
which, somehow, affects or may affect their independence in
carrying out the functions for the job they were elected for”.
The answers obtained before the 2008 General Meeting, as
well as for the one already in 2009 were along those lines.
Notwithstanding what is referred above, three statements were
issued, subscribed by members of the above mentioned
governing bodies, by which they certify their independence
and provide the basis for that appreciation, an issue developed
further below in Items I.1., II.1. and II.12.
In relation to members of the Board of Directors and of the
Remuneration Committee, this same theme is developed
below, respectively in items II.9 and II.19 of this Report.
CHAPTER I
General Meeting
The General Meeting of the company represents the universe
of shareholders. Their deliberations are binding for all of them
when made under the terms of the By-laws and of the Law,
even if absent, discordant or unfit.
The General Meeting is composed by shareholders entitled to
vote and, additionally, by individuals who, with or without that
right, work as permanent members of the Governing bodies
and as Company Secretary.
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