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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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