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 />
The authenticity of the vote by post, its confidentiality up to the<br />
moment of the voting and its processing shall be ensured by<br />
the Chairman of the General Meeting Board.<br />
Irrespective of the means chosen for that purpose, either in the<br />
texts of the respective summons for the General Meetings or in<br />
the previous information rendered available for that purpose,<br />
all terms and conditions to exercise the voting right, including<br />
the voting by post, are always clearly expressed.<br />
required high operational security and reliability level at the<br />
reception of the mentioned explanations of vote.<br />
Weighting the above mentioned facts and also the fact that<br />
Teixeira Duarte General Meetings usually has a very high<br />
representation of the capital stock, has led the Company to not<br />
implement the possibility of exercising the voting right by<br />
electronic means.<br />
I.9. Availability of a model to exercise the right to vote by<br />
post.<br />
For the implementation of the above mentioned procedures,<br />
the Company renders available models of the letter and the<br />
ballot paper, as well as the instructions for filling them up, on<br />
its webpage and at its headquarters.<br />
I.10. Time period required between the reception of the<br />
explanation of the vote by post and the realization date of<br />
the General Meeting.<br />
The By-laws establish that shareholders with the right to vote<br />
who want to exercise their right by post should send their letter<br />
addressed to the Chairman of the General Meeting Board in<br />
the company’s registered head office, within the period<br />
established in the summons. The period established between<br />
the explanation of the vote by post and the realization date of<br />
the 2008 Annual General Meeting was one day.<br />
I.11. Exercise of the voting right by electronic means.<br />
Teixeira Duarte understands that the specific security<br />
requirements inherent to the voting procedure are very high,<br />
namely with regards, on the one hand, to the technical means<br />
necessary to check the authenticity of the corresponding<br />
explanations of vote, as well as to guarantee the integrity and<br />
confidentiality of the respective contents. It also recognizes the<br />
I.12. Information on the General Meeting intervention<br />
concerning the company’s remuneration policy and job<br />
performance appraisal of the governing body.<br />
The General Meeting intervention regarding the company’s<br />
remuneration policy and the job performance appraisal of the<br />
members of the governing body takes place firstly by analyzing<br />
and approving the documents of accounts at the Annual<br />
General Meeting and through the general appreciation of the<br />
governance, under the terms and with the purposes foreseen<br />
in the joint provisions of articles 376 and 455 of the<br />
Commercial Companies Code, done every year at the<br />
shareholders meeting, as well as through the election of its<br />
members and also, through the selection and appointment of<br />
members of the Remuneration Committee, in accordance with<br />
their job performance appraisal and other criteria described<br />
further down, establishes the remuneration for each member of<br />
the governing bodies, including the Board of Directors.<br />
Furthermore, the General Meeting has the main role of<br />
approving the remunerations policy statement that has been<br />
followed and disclosed, annually, in the Corporate Governance<br />
Report, submitted for the shareholders’ appreciation.<br />
In 2008, the remuneration policy statement submitted for<br />
appreciation was presented by the Board of Directors, within<br />
the scope of its corporate governance report and not jointly by<br />
the Remuneration Committee.<br />
However, such statement was articulated with the principles<br />
and rules applied by the Remuneration Committee to this<br />
issue, namely taking in consideration the criteria and main<br />
parameters for the job performance appraisal, in order to<br />
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